Alteration
by Zabbie Q
Summary: Electra's coach was supposed to have a headache - that's why Pearl was racing with him and why Rusty is now without a partner. But when the jilted component seeks out Rusty, the corroded steamer finds out that there is more going on than just betrayal.
1. Carriage Change

Disclaimer - I do not own Starlight Express or its characters. They belong to ALW and RUG.

_Pearl, you've been honored. You have been chosen._

...What sort of compliment was _**that**_ anyway? Rusty gritted his teeth. The way that money truck, or whatever he was, spoke, you'd think Electra was the king of everything instead of some unknown locomotive that rolled in out of nowhere. Sure, he might have been fast just now in the elimination heat, but he still had not beaten Greaseball. Pearl should have seen through his flashy show and parlor tricks.

_His coach has a headache. Also he says you're second to none._ But he still _**had**_ a coach, Rusty fumed silently as he rolled away from the race track. Electra had no right to throw himself at Pearl. The steamer tried to push down the image that came into his mind, but it was hard - he could still see Electra coming to collect Pearl for the first heat. The steamer hated the way the electric had circled around the observation car like a predator, stopping beside her to stroke her face. Rusty had expected Pearl to protest against the familarity as Electra turned his back to the coach, but she had wordlessly grabbed his couplers and allowed him to pull her away into the night.

Of course, that skinny lackey had made it clear that Electra would fire him if Pearl refused to replace the electric's partner - and that alone should have lit the warning signals for the observation car.

Still, Rusty might have accepted the situation if rescuing the money truck had been the only thing that had made Pearl go with Electra - but he knew that was far from the truth. Oh, yes, he had been there when they had crossed the finish line, and he had seen how she had looked at the electric: breathless, but eyes shining like the jewels of her tiara.

Rusty had not even been able to speak with her. He had tried following them as Electra moved Pearl towards the track that had been given to him and his crew to use between races, but that silver armaments truck, Krimp or whatever-his-name-was, had stepped in front of him and told him to move along.

But he didn't blame Pearl, Rusty decided as he rolled along the sidings towards the old coal tower. Things had been squirrely ever since that AC engine showed up: starting with the technical difficulties that made the National Engines - all electric engines themselves - momentarily stop working; then the mechanical bridge, the big truss fixture that only Control's station computer could command, was suddenly moving by itself. Of course, Control didn't care that his system had been hacked into. The rail yard's owner was always one for theatrics, and he was impressed that his race had a "superstar challenger" - even one that none of them had even heard of.

Of course, the corroded engine thought as he finally spotted the coal tower, the most squirrely thing about the whole thing was what happened after Electra introduced himself: how everyone - the competing locomotives, the coaches and the freight trucks - all began to circle him along with his companions. Rusty had been standing off to the side, out of the way, and he had just stared as they all orbited around Electra - even Dustin, the normally shy big hopper, was linked to the others. Rusty had actually been relieved when Greaseball had suddenly interrupted everything.

The brown-haired engine sighed before he looked at the coal tower before him, a wooden relic illuminated by the nearby station spotlights. Rusty shook his head miserably, feeling oddly heavier with each passing wooden tie on the track beneath him. Not even five decades ago the structure had served a traffic of steam locomotives - now, however, the decaying structure had only just enough fuel for the two remaining steam engines of Control's yard. Like him, the tower could have been used for greatness, but time had been malicious to both of them.

Rusty resisted another sigh as he drew closer to the inviting light of the coal tower where he could already see a gathering of rolling stock. A voice was singing, deep and happy, but his mind shut out the music as his depression deepened, mingling with the bitterness. He was corroded, but he could not fix himself. He was designed to run on main lines, but he could only find work as a switch engine, hauling and hitching ungrateful trucks and coaches to domineering engines. He did whatever he was told, but the others showed him no sympathy. He was supposed to race with Pearl, but then that posing peacock lured her away.

He stared unblinkingly ahead, vaguely aware that the singing voice had suddenly ceased, but not really caring. Pearl was the first girl he had ever really paid attention to - the first girl that did not wrinkle her nose when she saw his rusted frame, the first girl who gave him a chance and believed that he could win - and now she was gone, and his motivation had left with her.

"Rusty," a deep voice interrupted his thoughts, "why you lookin' sad?"

He glanced up, and only then did his mind fully register that the rolling stock in front of him was an old steam engine sitting on a bumper with the three Rocky brothers and Dustin and Flat-Top surrounding him. It had been the engine, McCoy, nicknamed "Poppa", who had spoken, and the green-wearing locomotive was watching Rusty with concern.

Rusty returned his gaze. "I got no hope," he said, not caring if the trucks heard. "Lost the coach I thought was racing with me."

"What, Pearl?"

Rusty felt his fist clench again, but he did not care. "Yeah, she upped and joined electricity."

"Electra," Dustin whispered.

The older engine glanced briefly at the young hopper, whose widened eyes and gaping mouth made him resemble a fish, and looked back at Rusty. "Who's Electra?"

"Nobody's really sure," Rusty cracked nastily. At Poppa's slight frown, the younger engine amended, "He's a late entry. For some reason he thought Pearl was best suited for him."

"I thought he went off with that freezer," the eldest Rocky said.

"His coach has a headache, so Pearl was 'honored and chosen' to replace her," Rusty said, mimicking the money truck's voice.

"Guess a freight truck wasn't good enough for him," Flat-Top drawled, rolling his eyes. There was slightly more bite in his voice than normal, but Rusty did not bother to question it.

"Never mind all that," Poppa cut in. "Just get another coach."

Rusty looked at the older steamer. "No, not without Pearl." The thought had crossed his mind, yes, but even if the remaining coaches were willing to race with him, he could not bring himself to race alongside Electra - not when he would see Pearl clutching the electric's coupler belt as she looked at the superstar with shining eyes. "I just won't," Rusty said.

Poppa sighed. To Rusty's surprise and embarrassment, the elder man suddenly rose and took the younger engine's arm and gently, but firmly, pushed him a short distance away from the others. Rusty did not bother resisting as he was led to the edge of the station light's yellow circle. "I know you're disappointed," Poppa said softly once they were out of earshot, "but things like this happen. You have to shrug it off and keep going. There's more important things right now."

Rusty looked at his mentor - at the graying hair and the wrinkled skin, the encouraging gleam of his brown eyes - and he could not help but feel that for once Poppa did not know what he was talking about. Sure, the older steam engine had been a champion racer, and he knew how to win a race without resorting to cheating and using underhanded tactics like Greaseball and the others did, but this was not a situation the elderly man could help. Despite the nickname "Poppa", he had remained single and had never built children of his own. How could Poppa possibly understand the way the flames leapt within the younger engine's rusted firebox whenever Pearl rolled by? How could the elder comprehend those dreams which Rusty harbored that involved the pinkish observation car? Ages ago he might have taken his mentor's advice and kept on trying - but that was before he had met Pearl.

"There's just no point," Rusty said at last.

"Sure, there's a point," Poppa argued. "There's more going on that's bigger than you, bigger than me. I can sense it. If you race tonight, great things will happen, but nothing will change if you sit back and do nothing." He looked the younger engine straight in the eye. "And don't you remember what you told me when I asked you why you wanted to race? You said you hoped that this race would help you get the rust taken care of. Don't give up on that."

Rusty sighed. Somehow, even that did not seem possible now. "What's the point? Even if she hadn't gone with him," he said, feeling his insides heat, "Mr. Late Entry took away my spot in the competition. Unless one of Greaseball's thugs decides to beat up the remaining engines, there's no chance that I'll even be able to race."

"A minor detail," Poppa said, dismissing it with a wave of his hand. "Quitting won't impress the girl."

"No, shiny superstar challengers with ridiculously big Mohawks do."

"Rusty, you ain't got no faith," Poppa sighed. He gently laid his hand upon the youth's black shoulder, obviously not caring about the rust that now clung to his clean metal. "Just trust in the Starlight, and he will help you. He's bigger than any problem, even this one," he said kindly.

Rusty felt his eyes narrow. "How can you believe all that stuff, Poppa?"

"You believed before."

_In what?_ Rusty wanted to say. In some deity that had abandoned his steam-powered followers when the diesels first appeared? In a galactic-traveling engine that could not be bothered with a dead-end engine corroding to bits? When Rusty had told Poppa that he was going to enter the race, the former champion seemed to believe that it was the Starlight Express' response to his prayers, but there did not seem any point in praying now. Still, Rusty bit his tongue, not wanting to get into an argument.

However, at his silence the concern on Poppa's wrinkled features slowly tripled, soon mingling with sadness, but the old engine said, "I guess I can't change your mind then. You're really not going to race?"

Rusty nodded.

"Well, that's a real shame," a voice drawled behind him. "That means I came all this way for nothing."

Rusty started and spun around. In the shadows of the track, a familar truck stood, watching him with annoyance. With her dark clothing and black paint she might have blended completely with the night had it not been for the white paint that made her face loom out of the darkness like an apparation. Though he forgot her name, Rusty knew her: she was Electra's freezer truck.

Rusty was suddenly aware of Poppa's shifting behind him, and the younger engine realized that he had been staring, agape, at the newcomer. He quickly shut his mouth as the Poppa took a small step forward. "Good evening, Miss...?" the deep-voiced man greeted the freezer friendlily.

"Volta," the woman replied.

"Nice to meet you," Poppa replied.

Rusty felt his mentor nudge him, and he cleared his throat. "Hi."

"A pleasure."

"Would you like to sit down?" Poppa offered, motioning back toward the bumper that he had occupied moments before. The freight trucks were still gathered around it, now watching the intruder with interest.

Volta's eyes, however, returned to Rusty, and her eyebrows arched in irritation as if she had just discovered that he had read her diary. "I'm not sure if there's any point now."

"Well, why don't you just sit and tell us why you're here?" Poppa urged again. "If you came out here, it must have been important."

"Indeed." With the grace of a queen, she maneuvered around the two steam engines and soon claimed the proffered seat. The freight trucks made way for her, and Dustin nervously touched the brim of his hat before suddenly moving behind Flat-Top. The rest of the trucks mumbled hellos to the freezer, who merely acknowledged them with a nod, and Poppa gave Rusty a slight shove. Reluctantly, the corroded switch engine moved forward, closing the distance between him and the white-faced woman.

He cleared his throat again, but inside he felt a sickening dread. He could sense what was coming - though he didn't know _why_ it was coming at all - and he knew what Poppa's response would be, but, still, somehow he managed to choke out, "How can I help you?"

Volta looked at him, and he suddenly saw that her eyes were brown, a few shades lighter than Poppa's, but even that warm color did nothing to alleviate the frost within her gaze. "I am aware that you need a partner," she said briskly. "I myself am in need of an engine. Since our problems are remarkably similar, we could conceivably find a solution."

"You want to race with **_him_**?" Flat-Top cut in incredulously. The flat car looked from Rusty to the freezer truck as if the situation was too disgusting to be real.

"What about Electra?" Rocky Three asked.

"He already has a coach. He won't need me," Volta replied simply, but Rusty saw the frost deepen within her eyes.

"I thought the whole point of Electra racing with Pearl was because his own coach had a headache," the rusted switcher said bitterly, eyeing the healthy-looking freezer.

"Obviously, I don't," she said with a smile that was too fixed to feign sincerity, "which allows me to race with you."

"Well, this works out then, don't it?" Rocky Two said cheerfully. "You two race, and we'll start planning the after-party."

"Yeah, losing probably tastes better than they say," Flat-Top snorted, folding his arms. He was a firm supporter of Greaseball, the reigning champion, and he had often voiced his opinion of Rusty's chances of winning. However, he suddenly seemed to regret his outburst as he saw the looks Poppa and the three boxcars were giving him.

"Rusty can do it," Poppa declared, laying a hand on his student's shoulder.

"He can probably do _something_," Volta agreed. "You don't enter the world championship unless you can keep up with the others. But," she said, getting to the point, "are you interested in racing?"

All of them suddenly looked at the switcher questioningly, and the silence that followed was one of the heaviest that Rusty had ever experienced.

The plan hardly appealed to him. Sure, he could take the freezer and race against Electra and Pearl, but he would still be racing against Pearl. He had been prepared to race against Greaseball, who cheated without punishment because he was Control's favorite, but Rusty would have still gone with Pearl. Even if he could somehow race, he would still have to witness the adoring smile that he yearned to receive being given to another. Even if he somehow won, was there any point if Pearl still looked at Electra that way?

"I'm sorry, Volta," he said, averting his eyes from her, from Poppa, from anyone. "It's nice that you offered, but I can't go."

Silence met him, awkward and chilling. He managed to make himself glance at the freezer. She stared at him without visible emotion, but he heard her diesel engine click on, followed by a sudden hum as her cooling system was activated. Rusty had known a few refrigerator cars in his time, and he knew that this meant she was trying to keep her temper.

"Well," she said at last, "that's it then." She rose to her feet.

"Miss! Please, wait," Poppa urged, and she reluctantly stopped. He quickly turned to brown-haired engine. "Rusty - " he began, but the switcher cut him off.

"No, Poppa. I - I just can't."

"Rusty, you ain't got no faith," the former mainliner continued as if he had not been interrupted. "I am a steamer. I was a champion once," he reminded him. "You're like the rest. You're just blind."

"No, no. I see good," Rusty spat. "There ain't no power in steam no more." The bitterness was burning him again. He hated that AC engine - hated him for taking Pearl, hated him for getting a place in the final, hated him for... for... _everything_. Things were fine before that living light bulb showed up with his fancy wheels and obedient minions who bowed and treated Pearl like she had won the lottery. "Electricity is faster now," he added, mimicking the way Electra spoke.

"_**No!**_" The outrage in the aged engine's voice, which erupted so suddenly from his lips, caught Rusty by surprise. Even Flat-Top started, but still the corroded switcher barely glanced at his mentor.

Before Poppa could say anything else though, Volta suddenly spoke: "You really shouldn't say such things." Rusty looked at her, and to his surprise a smirk rested upon her blue lips. "Electricity certainly makes a good show, but it has its drawbacks, same as anything." She rolled forward, crossing the track between them, and laced her fingertips together. "Of course, it's a shame that you can't race with someone who might know those drawbacks. Such a car would have had to race with Electra personally and actually know his weaknesses and all those boring details that could mean victory - but what are the chances that Electra's coach would race with you anyway?"

Rusty stared. ...She had a point. With such help he could beat that rock-star wannabe - and with the electric's own coach. He could already see the smug look on Electra's face disappearing when the "Engine of the Future" would lose to the "Steam Train of the Past" - it would be the perfect revenge.

As he thought of Electra's defeat, Rusty remembered how the electric had set his eyes on Pearl when he first arrived, how Pearl had actually looked **_torn_** when she had to choose between Rusty and the AC engine, how Electra had gotten a place in the final with her beside him. Her sparkling eyes would grow dim if Electra lost, and she would come back to Rusty once she saw that he had what it took to be her champion...

...Then again, if Electra lost, her caring heart might pity him, and she would draw even closer to the electric.

"It's no use," Rusty said at last, and his voice sounded suddenly hoarse. "I just can't - "

"Rusty, snap out of it!" Poppa commanded. His eyes were blazing with more intensity than his coals could ever produce. "Now, let me hear you say, 'steam'!"

Rusty rolled his eyes. "Steam."

Poppa glared, but Rusty did not care anymore. Waving his student off with his hand, the old man turned to the others. "Let me hear you all say 'steam'!"

Out of the corner of his eye, Rusty saw Volta raise an eyebrow as the three boxcars and Dustin obeyed with enthusiasm, drawing out the one syllable word. The switcher did not know why he inwardly cringed as the freezer looked heavenward. Why didn't she just leave?

Flat-Top suddenly snorted, breaking into Rusty's throughts. "Oil! Oil! Oil!" However, the flat car's smug loyalty suddenly faltered as Poppa took a step towards him. The little truck wasted no time bolting away from the angered man, leaving a trail of his precious bricks in his haste.

"Oil?" Poppa challenged. "Oil is the work of the diesel himself!"

Rusty could not take it anymore. Not even bothering to look at the freezer, he said, "Even if I did take her, there's no room. There's four trains in each heat. They've got all four trains for the next one. We'd be laughed off the track if we tried to go now. Besides - "

"_**What**_ did you say?" Volta demanded.

Rusty turned to see pure fury upon her white-and-blue face. Her teeth were practically bared as she stared at him, fists shaking violently. Suddenly, Rusty could see how Electra could have prefered Pearl. "It's true," he said grimly. "The German train, the French train, the Russian train, and the - "

"Control! Control!" a voice suddenly exploded above them, echoing across the property as hundreds of speakers blared simultaneously. Rusty looked up out of habit as the owner of the rail yard continued, "Cancellation! Cancellation! The British train has been scrapped!"

...What?

"Space for late entry! Space for late entry!"

"That's... oddly convenient," Flat-Top remarked.

"What'd he scrap him for?" the elder Rocky, however, demanded, staring angrily in the general direction of the intercom. Few gave the bitter boxcar a glance however. Suddenly, all eyes turned to Rusty.

The locomotive backed away. No one made a move toward him, but he saw the grim firmness on Poppa's worn face. "What?" Rusty snapped. "Aren't you at all concerned that some guy is going to be recycled?"

"He won't be," Poppa said simply. "His country won't allow it. I've been in this yard longer than you, son," he reminded him. "This is just a formality." Poppa suddenly straightened his shoulders, and his expression became even more somber. "You've got your chance now, son. You're the fourth engine, and you have a partner. Go for it."

For the second time that night, the image of Electra collecting Pearl flashed across Rusty's mind. He once again saw the engine's red-gloved hand stroking Pearl's soft cheek as if he had the right - and he saw Pearl, without complaint, without question, merely take the metal loops upon Electra's red belt. The steamer shook his head. "It's no use, Poppa. I ain't gonna tell you different."

"Perhaps so," Volta agreed, finally stirring from her spot. Once again she was in front of him, and once again her eyes held an icy glare - but, strangely enough, he saw heat deep within them, and her oil-powered cooler hummed louder than before. "But you actually have a chance - many engines would kill for a spot in this race, but you're ready to throw in the towel just because one little girl couldn't keep a promise? Listen to me, you little - "

"Rusty," Poppa intervened, cutting the woman off, "you have to believe. The Starlight Express can help you," he went on, not seemingly to care about the strange look Volta shot him. "You can't rely on your own strength, son." His eyes, though still serious, softened slightly with empathy. "How many times have you found, though you were firm on the ground, still the world around you sways? You notice all that you got does not add up to a lot, and the way ahead's a maze." Poppa set his mouth grimly. "We've all been there," he said quietly. "I know what it's like. You've used everything inside you, so maybe it's time you tried to find a new power to shine a light - a light to brighten up your darkest hour."

Rusty moved away. He had enough. Sure, the Starlight Express had sounded nice the first time Poppa had told him about it, but after years of hitching and switching instead of long-haul locomotion, of thuggish diesels beating on him, of arrogant foreign engines treating him like a slave - he had enough. Believing in the Starlight was like believing in the wheel fairy: fun when you were young, but impractical when things got tough.

"Starlight Express hears your distress," Poppa urged him. "He's there all around. Starlight Express will answer you yes. He's waiting to be found."

Rusty shook his head - it was all that he managed to do before the authoritative voice of his employer once again shouted out, "Control! Control! Five minutes to second heat! Five minutes to second heat!"

"Well, I guess that's it then," Volta practically spat. "Thank-you, Rusty, for wasting my time - "

"Just a second, miss," Poppa interrupted politely, and there was something in his face that made Rusty's stomach knot - and with good reason. The old engine asked: "Would you race with me instead?"

Rusty started. "**_What?_**"

"_**What?**_" the Rockies cried in unison.

Their surprise, however, could not begin to rival Volta's. Her hard face had suddenly morphed, and she stared, agape, at the elderly engine. "_You_?"

"Are you insane?" Rusty demanded.

Poppa ignored him. "One entry available," he said to Volta, "one engine, one partner. You have the same chance with me as with him."

"Rockies, grab him!" Rusty exclaimed, turning to the boxcars.

The muscular brothers looked at each other uncertainly. "You first," Rocky One finally said.

"I'm not sure," Volta said, her eyes fixed on Poppa. Hope flared within Rusty, and he spun around and looked anxiously at the calculating visage. "You're rather old."

"But I'm still strong," Poppa replied, "and you look lighter than the Rockies. Are you carrying cargo?"

"Other than Electra's hair products, no."

"That ought to weigh her down," Flat-Top cracked.

Poppa did not seem to hear him. "If you are willing, Miss Volta..."

Volta studied her prospective partner, and Rusty could see that those brown eyes were taking in the whitening hair, the wrinkled skin, the limbs that moved slowly with age, the few dents that Poppa's pension had not been able to remove - and the corroded steamer was reminded of how Electra had looked when he had first spotted Rusty. Volta had the same judgmental gaze of someone who slavishly followed changing fashions and frowned upon anyone who did not measure up to their sense of style. Insulting as it was, it fanned his hope. He knew right then that she would say no.

"Very well then."

Rusty jumped so hard the coal within him hit the roof of his firebox. "You're mad!" he cried as Poppa turned his couplings to the black-clad woman.

Volta accepted the metal loops with a ladylike grace, and before Rusty could do anything, Poppa pistons were moving. The new partners departed the light of the coal tower, leaving the others to watch, stunned.

xxx

Author's note of acknowledgement - Can you believe that I had "Pearl, You've Been Honored" mostly memorized, but I couldn't remember what came after "His coach has a headache"? Well, I got "Also he says you're second to none" from the Starlight Express page on Judie's Place.

You've probably noticed that I've used some of the lyrics from the scene following "Poppa's Blues". I've actually used a mixture of the New London and the Broadway lyrics, which were obtained from the website "The Midnight Train Crossing". I have not used any of the author's narrative of her novelizations. (You _really_ think I'd post plagiarism where other StEx fans would find it?) I felt funny about blending the productions together like that, but I guess it's okay since this is an alternate story.

For this story the lyrics were either obtained from those two websites, the soundtracks, Youtube, or my own memory.


	2. In Track Four

Chapter Two - featuring Poppa McCoy, Volta, and a number of others.

xxx

"Are you sure you really want to race with me?" Volta asked. McCoy noticed a hint of irritation in the freezer's voice. "After all I _am_ an oil-powered minion of 'the diesel himself'."

The steamer glanced back, wondering what she was talking about - and then he remembered. Yes, he had used that phrase when he was chastising Flat-Top about supporting oil. McCoy hesitated, considering his response. True, the religious texts had never specifically called the infernal engine "the diesel": the term had come from the days of dieselization; so many steamers had begun to use the name as they and their families were dismissed and scrapped in favor of their oil counterparts. Of course, the infernal engine had been around long before Dr. Rudolf Diesel or Herbert Akroyd Stuart had even lived, but it had been a way to express their rage and disgust. Now, almost three decades later McCoy used the term without a second thought, but he could see that the young woman was insulted.

Adjusting the race helmet under his arm, McCoy slowly said, "Being a diesel's different with trucks. There's no shame in diesel being used by them; it can even be an honor - same with electricity," he added. "Even in my day, coaches used electricity."

"They had head-end power back then?"

"No, no," McCoy replied, ignoring the reference to his age. "Their power didn't come from - well, sure," he amended, "coaches got heat from the locomotive - steam heat," he added, "but they made their electricity by a generator connected to their wheels. They didn't need to be hooked up to an engine to get power like today. They'd just roll around, and their lights and fans would work by themselves. They were under their own control, not like today."

"Coaches do tend to be pathetic that way," the freezer answered, though her tone was slightly skeptical; still, he could tell that she was not as offended as before.

"Well, engines need to control themselves as well."

"And diesel engines don't?"

"Well, it is true that diesels have some control - a lot more than electrics," McCoy said. "Electrics have to be hooked to some wire all the time. Your Mister Electra obviously is a lot different when he's not connected to a circuit, right?" She did not reply, but it had been a rhetorical question. "So, you've seen for yourself then that he's not as fast or energetic, and I'm guessing his thinking ain't too good either. Well, those wires cost the electrics their independence. Diesels and steamers ain't so dependent, but diesel ain't no more than an expensive counterfeit to steam power."

"I think some would argue that powering engines with oil is cheaper to do," Volta returned.

"Maybe it would be true - if we were mindless machines that had no life within them," he said. "But since that ain't true, we can think and work and barter. A steam train goes to the coal mine, and they can bargain for coal or even work for it - but if they don't get it, they can just take their business to another coal mine. Or they don't have to burn coal. They can run on anything that burns: wood, peat moss, leaves, or even railroad ties. Anything really."

"So?"

"Well, diesels are different," McCoy went on. "They can't dig up oil, and the oil has to be a certain type, or their tanks won't use it. If they don't work to afford oil, then their bodies won't work either, and then they can't pay at all. So, they have to team themselves up with railroad companies and rely on them completely to provide for them. So," he added, "instead of relying on only the Starlight Express and using the gifts he has given them, they rely on earthly sources."

Volta made a noise, but it was not too offensive. "You steamers are something else."

They rolled on in silence as McCoy led them to the race course. Soon enough he spotted one of the Trax brothers, flag in hand, seeming to be taking care of last-minute details. Even from that distance McCoy could tell from his gait that it was the elder twin, Trax One. The hurrying switch engine worked the races as a track marshal, and he was just the person McCoy needed to see. "Trax! Trax!" McCoy called.

The young locomotive momentarily slowed down, and even with the helmet blocking the boy's face, McCoy could see that he was agitated. "What is it?"

"Here's your late entry."

The shunter stopped in his tracks, nearly tumbling over. "Are you insane?" he demanded, much like Rusty had done. "You'll get killed!"

"I appreciate your concern, son," he responded, "but I'm entering."

"Control won't allow it," Trax One practically yelled. Though diesel-powered, the young shunter was not as malicious towards steam engines as his mainline counterparts.

However, McCoy had a mission - and the Starlight Express had not told him to stop. "There's no age limit in the rulebook," he pointed out.

Trax folded his arms over his chest. "Then _I_ won't allow it. There's nothing in the rule book that says I have to put your name in the frame - "

"You racing, Poppa?" Trax jumped, and McCoy turned, looking up out of habit. Instead of announcing itself from every speaker in the yard, Control's voice had emerged only from the one on the wall above them. "You really are?"

"Yep."

"You sure you want to do this?" the rail yard's owner asked, concerned. "It can be tough."

"I was a champion once," he replied. "I can handle it."

Control was silent for a moment, but then he finally said, "Look out for Turnov's right hook."

McCoy tried to keep his smile polite as he nodded to Trax, who threw up his hands. "Fine! Race! Just don't say I didn't warn you when I have to haul you off the track." The usually sober shunter stormed off, soon joining his brother, who turned his head toward him in a confused fashion.

As McCoy continued toward the tunnel where the other competing engines waited, his partner suddenly asked, "Were you really a champion?"

The steamer nodded with a smile. "I suppose you're too young to have heard of Ramblin' McCoy."

To his surprise Volta suddenly started as if shocked with electricity. "**_The_** Ramblin' McCoy?" she exclaimed. "The same engine who beat seventeen electric engines in Nineteen-Twenty-Five?"

"I guess I'm not as old as I thought.'

"The engine who raised me used to go to your races when he was a kid," Volta replied, and he could hear admiration in her voice. "There were even less rules back then, but you managed to win without resorting to unnecessary violence."

"I take it that that's good?"

"Well, I wasn't sure how you would do against the TGV," she admitted, "but if the competition takes one another out, we could probably still do well."

She said it lightly, jokingly - at least as what _passed_ as jokingly for a freezer - but for the second time that night a red light flashed within McCoy's mind, but he did not comment. He kept his eyes forward, pumping his arms as he pulled Volta along, but inwardly he felt a slight cringe - the sort that told him he had to tread cautiously. It seemed that the Starlight was telling him something. He had felt the sensation earlier when he had found out that she was the coach who had supposedly suffered from a headache - but it was not the sort of feeling that said to quit the mission. Something was going on - exactly what, he could not tell, but he started to wonder more and more about this Electra.

"Well, I'm sure these three boys can't compare to those seventeen electrics," McCoy said at last, giving a shrug, though he remained alert.

"True," Volta said thoughtfully. "I'm beginning to have more faith in selecting a steamer."

xxx

"Why didn't you guys stop him?" Rusty demanded, not bothering to look back as he hauled the freight train to the tracks where spectators could watch the race. "You three Rockies could've held him down!"

"And embarrass him in front of a girl? He'd never forgive us," came the counter. From the voice Rusty could tell it had been Rocky Two who had spoken.

"Besides, what about you, engine boy?" Rocky One challenged. "You could've just grabbed his couplers and put on the brakes, you know."

"Well, the least you morons could've done is gone with him," Rusty retorted, glancing over his shoulder. "If he somehow keeps up with the others, that freezer won't be able to protect him if they decide to attack."

"I couldn't go!" Rocky One protested. "My fans wouldn't like to see me get beat!"

"Oh, sure," Rusty cracked dryly, "we can't forget the fans. After all who are more fickle than the fans of a boxcar who couldn't win against Apoll - "

"**Hey!**" the boxcar barked, yanking his hands away from the steamer's couplers. Rusty whirled around to face the angered freight truck, only slightly aware that Rocky Two had unhitched from his brother and was slowly backing the others away. "You wanna make something of it, engine boy? I can take anyone _anytime_ - "

"- Except take care of the engine who rescued you when you and your brothers were homeless and ready to be sent to the scrapyard," Rusty returned, feeling his flame flare within his chest.

"Well, you know, you could have gone instead," Flat-Top called out toward the back of the train, momentarily distracting the arguing men. Despite Flat-Top's usual protests against steam trains, Rusty heard anger in the flat car's voice. "If you weren't all mushed out on Pearl, you could have taken the freezer chick and gone in - "

"**_Twoo, twoo_****_!_**" Flat-Top was suddenly cut off as a loud, sharp whistle rang out from an emerging track. It was a few octaves higher than Rusty's but still managed to be very commanding. The six men turned to see a red figure hurrying towards them out of the darkness. He was a little shorter than the Rockies, and red signal lamps glowed steadily on his cheeks but failed to light up anything more than his youthful face and the blond bangs peeking out from beneath his cupola hat.

"C.B.!" Dustin cried, obviously relieved, as the red caboose rolled up to the group.

"Where have you been?" Flat-Top demanded.

"Talking with Dinah," was his response. "Now, what's going on here?"

"Poppa's entered the race, thanks to Rusty," Rocky One answered, shooting a withering glare at the locomotive.

C.B. stopped short, staring. Suddenly, the caboose broke into a laugh. "I knew I should have taken that nap today," he said, giving his ear an admonishing tug. "I must be really out of it. I could've sworn you just said that Poppa entered the race."

"He did," Rocky Two replied.

C.B.'s smile looked suddenly strained. A lower eyelid twitched, and for a long moment he was quiet - but that did not last long. "_AND WHERE WERE YOU GUYS?_" the caboose exploded, his usually calm voice rising. His normally pleasant face contorted with anger as his signal lights suddenly flashed dangerously on his cheeks, and his blue eyes glared with a blaze that could have melted a steamer's firebox. "He's gonna get himself killed!"

"Blame Rusty," Rocky One retorted. "Poppa's racing because he wouldn't."

"And what did **_you_** do about it?" C.B. shot back. His face turned from one car to another until his glaring gaze finally rested upon the locomotive. It was clear that the little red truck thought that each of them had an equal share in the blame, but his eyes seem to bore a hole in Rusty especially. Suddenly, however, he waved his hands dismissively. "Never mind! Whatever! We have to get Poppa before the race starts - "

"Control! Control! Heat two! Heat two! Race time minus one minute!"

"Too late!" Dustin moaned.

"There's no time!" Rocky Three said exasperatingly. "No one can get to him that quick!"

"Everybody, hitch up," C.B. ordered, taking charge of the situation. "We'll have to watch and try to get to him quick if anything goes wrong. **_Move_**, guys!"

Obediently, Rocky One quickly grabbed onto Rusty's belt, seeming to forget their previous argument, while his brothers hitched onto him, followed by Flat-Top, Dustin and C.B. Rusty broke into a run, and he could sense the others moving their legs behind him, doing their part to help the speeding locomotive along.

xxx

"Pearl," the AC engine said, his brown eyes deliberately fixing upon her innocent blue ones, "I can't tell you how greatly I appreciate you helping me."

Just as he expected, the young observation car turned a pretty pink and shyly averted her fascinated gaze, trying to hide behind her cascading blonde curls. "It was the least I could do. It was so bad that you had come all the way out here just to have your partner get a headache before the big race."

"And for that I am eternally grateful," he replied. Easily, he took on a hesitant, but ardent, expression and cautiously, but determinedly, brought her dainty hand to his lips, as if he had been privately yearning to do so and had finally worked up the courage - it worked like a charm. Predictably, Pearl's blush deepened as did the girlish pleasure, and he felt her wheeled hand shake within his grasp.

"It was nothing, really," she mumbled.

Electra watched her with an amused grin. He loved coaches. His components were good for hard labor, of course, and their brute strength was both practical and excellent for his image, but they lacked the amusements a passenger car could provide. Where his components were hardly sociable beyond showing their admiration towards the engine, coaches literally lived to provide comfort and entertainment, and they had the art of conversation down to a science. True, Pearl was only a few months old and did not have the experience of her seniors, but there was so much potential in her.

"You really saved me," he purred. "Is there any way that I can possibly repay you?"

"You don't have to do anything for me," she protested.

"But I want to," he returned, pressing her hand.

She reddened further. "Oh, stop."

"'Stop'?" he repeated. "Very well then, though I must say I have trouble believing my luck right now. You are truly divine, Pearl."

He knew that an older coach might have responded differently to such a compliment, but young coaches were romantic and naive enough to take it to heart - and he was not disappointed. Pearl shyly turned to him, and her blue eyes shone with hope. "You really think I'm divine?" she almost whispered.

"And beautiful, to say the least," he returned silkily, risking another kiss on her hand. Her pretty mouth curled upward as her gaze softened, sweetening her pleasant countenance further.

It was almost too easy.

He gently led her to the bumper at the end of his assigned track, and she sat, timid, but excited. He took his seat beside her, close enough that their knees touched, but her only protest was another shy aversion of her eyes.

"I really can't tell you how much of an angel you are to me," Electra said, making his voice appreciative. "Poor Volta was so disappointed when the pain started, and nothing Wrench did could help. Volta was so guilt-ridden because I would have to be disqualified - and right after Wrench and Joule had already promised to race with other engines, too. Of course, I couldn't take Purse or Krupp. Too many unpleasant things could happen if I brought my money or guns into a race - they might say I was trying to bribe the marshals or intimidate the competition," he joked.

Pearl laughed, but he had seen the flicker of disappointment when he mentioned the freezer. "Well, it's nice of you to let the other girls race," she said at last - with some difficulty, he noted.

He gave her a careless grin. "I consider all three of those girls good friends; they're practically my sisters, especially Volta. No girl is more like family to me than her."

Pearl looked at him in surprise. "I thought she was your coach?"

Electra inwardly chuckled to see the trace of hope on her fair features and shook his head good-naturedly. "She is my race partner, but I can't really see myself with her. It would be too weird, like kissing a sister."

Pearl smiled, practically radiating. "I think it's wonderful that you have such a close relationship to her even though she's not your family."

"Indeed," he agreed. "I'm sure you probably have a few boys who consider you their sist - no, wait, I take that back," he said suddenly, causing her to raise an eyebrow. "My programmng cannot let me believe that a coach like you could just attract platonic attention from a man."

She ducked her head. "Stop," she said again as she turned as red as a signal light.

Electra inwardly congratulated himself for his choice of partner. When he had originally seen Pearl, it had been shortly after he had arrived, and there had not been much chance to talk - he had not even known her name - but he had already set his eye on her. A car like her was a rare find these days. She was cute and young, and though her dress was simply cut, much like a chair car, it was luxuriously made. His expert eyes, which could spot a designer brand from an imitation, detected the work of a private tailor, probably of Control's employ, and the fabric was of the best quality. The PM monogram on her skirt was of real silver, and the elegant tiara upon her blonde tresses was encrusted with real jewels. She was more than a cut above Volta - so much more. The ungrateful freezer was good for a few amusements, but an ice woman could only interest him for so long.

Of course, he thought, his original plan was to seek Pearl out after he had won the race. Volta was more experienced as a race partner, and as an express freezer, she had ridden many a passenger train and had both the strength of a freight truck and the speed of a coach. However, for all the benefits, his ungrateful partner had made it all too easy to uncouple her and to seek out the first-class car.

"Something wrong?" Pearl's worried voice cut in his thoughts, and he expertly concealed his anger.

"I'm just worried about poor Volta," he sighed. "Wrench will be racing soon, so my freezer will be without a repair truck for awhile. I'm sure Krupp and Purse are doing their best to help her, but - "

"Isn't that them right there?" Pearl questioned suddenly.

His head jerked back, and he saw his money truck and his armaments truck rolling slowly toward him. Electra felt his mouth twitch.

The male components were naturally different - Krupp was taller, silver-clad and muscular with little face paint while Purse was a short, thin man who nearly always wore black clothes and had a visage that was almost as white as his three women's - but now they both wore identical expressions of anxious uncertainty.

Electra rose to his feet, excusing himself from Pearl, and skated out to them. "What are you doing here?" he said through gritted teeth once he was out of earshot. "Where's Volta?"

The two glanced at each other silently. Finally, the armaments truck spoke, "We don't know."

Electra felt his arms beginning to shake, but he controlled himself, too aware of the observation car watching him. "Then I suggest you find her," he hissed. "Look everywhere: the coach yard, the freight depot, even the abandoned sidings if you have to."

"We've been looking for her, Electra," Purse replied, regarding his employer like a trembling rabbit. "She's... not answering us."

"We decided to report to you before continuing the search," Krupp put in. "But it's possible that she's left the rail yard altogether."

"Then we better put a bounty on her," Electra returned dryly. "Just find her and hold her until I can deal with her - or you're both fired."

The two stared at him. Finally, Purse cleared his throat. "Sir, she's... not really on your payroll, you know. I mean, I know you two are, er, very close - or at least you've favored her more than most women," he added quickly, "but she's technically free to leave whenever she chooses - legally, anyway, sir." His tone said that he was trying to sound reasonable, but Electra could tell that he spoke with concern for his own future. Purse was trying to provide security for himself in case he failed, but Electra had had enough of trucks who tried to undermine his authority.

Delay was just as bad as outright rebellion. "And I'm free to hire and fire whoever _I_ choose," Electra retorted. "Find her, or I'll find your replacements. Go, now!" he ordered, and his trucks obeyed immediately.

He took a deep breath to gain control again, and he formed a somber expression as he turned once more towards the concerned observation car. "Apparently, poor Volta gave them the slip. I told them that she was probably visiting the repair shop to get aspirin and is now back in bed. She is such a sister to them that they were so distraught. They came right here to tell me."

Even someone without a high-tech computer like his could have seen through that lie, but his gamble on Pearl's inexperience proved accurate. The young coach's worry deepened, and her mouth dropped open slightly. "I hope she'll be alright."

Before Electra could reply, Control's voice suddenly sounded off from the speakers. "Control! Control! Heat two! Heat two! Race time minus one minute!

"Oh, I don't doubt," Electra finally said as Control paused. "She's a very smart girl; she wouldn't wander off."

"In track one Bobo the French TGV with Ashley the smoking car!"

"All the same," Pearl said slowly, "maybe we should check in on her. We have plenty of time before the final."

"In track two," Control continued to announce, "Turnov the Russian engine with Wrench the repair truck!"

"That probably wouldn't be a good idea," the engine sighed. "With her headache she probably wouldn't want any disturbances."

"In track three Weltschaft Ruhrgold the German engine with Joule the dynamite truck!"

"You're an angel to worry about her," Electra said, taking her hand, "but still - "

"In track four Ramblin' Poppa McCoy with Volta the freezer truck!"

Electra's head snapped up.

"Did he just say 'Ramblin' Poppa McCoy'?" Pearl asked with disbelief, but Electra barely heard her. His body began to shake, but he did not try to control it.

She wouldn't dare...

"Trains to your tracks!"

Electra jerked and choked out, "Come with me, Pearl," before starting off toward the race course. Somehow Pearl managed to hitch on to him, and they sped along the track, crossing alternating patches of light and darkness as the rails merged and broke off from each other. The illuminated race course was soon in sight, and he charged toward it, his wrath mounting further with each passing second.

xxx

To say that Wrench and Joule were surprised to see her behind the ageing locomotive would have been understatement - the girls' eyes nearly popped out of their heads as they gaped at their companion, who calmly held onto her new partner as he rolled to the back of the line of competing trains.

Joule was nearest to her. She turned away from the tall locomotive in front of her and shot Volta a glance over Poppa's shoulder. _What are you doing_? she mouthed. The freezer merely smiled.

Wrench's turn was next. She momentarily left the Russian engine on some pretense and rolled passed the newcomers. _He is going to_ kill _you_, her red lips formed. Volta looked heavenward, feigning indifference.

"Control! Control! Heat two! Heat two! Race time minus one minute!" The line began to move forward with Bobo leading. Joule and Wrench faced front, but not without their respective glances back at their friend.

One by one the engines pulled their partners out of the tunnel as Control announced their names.

"In track four Ramblin' Poppa McCoy with Volta the freezer truck!"

As they emerged into the bright light of the race track, Volta clicked her cooling system back on, but even the soothing sub-zero temperatures could not silence the churning of her stomach. She did her best to ignore it as McCoy led her forward, and she raised her hand to her new audience with experienced elegance.

"Give a hand for steam!" McCoy called out as the track marshals skated around them. Volta saw the two black-and-yellow switch engines glance at each other, and one of them shook his head. Poppa followed Ruhrgold and Joule as the racers rolled in semi-formation, waving to the spectators.

One would have thought the point of no return would be harder to cross.

In the midst of the noise and fanfare, Volta suddenly heard McCoy's deep voice say softly, reverently, "Starlight Express, thank-you in advance for helping us tonight."

"Twenty seconds!" Control called out.

Volta resisted shaking her head as sirens suddenly screamed. The racers filed obediently to the starting line and stood abreast. Volta gripped the metal loops tighter, ready for the race.

xxx

The sirens wailed but eventually subsided, and Control's momentary silence was broken as the rail yard's owner began to count down from ten, stressing each number as if trying to build up the suspense. From his vantage point Greaseball saw the engines and their partners crouch a little bit lower.

"Five! Four! Three! Two! One! Trains gone!"

Bobo, Turnov and Ruhrgold exploded from the start line, charging forward like mad bulls. Arms pumping, they swerved around the first corner and began the upward climb of the track. Poppa did not have such a fast start. Though the black-haired freezer seemed light enough, the man's age limited his movement. Greaseball found himself chuckling at the sight.

Of course, as amusing as it was to watch the steamer chug along, blissfully believing that he actually had a chance, Greaseball found that the real entertainment was Poppa's choice for a partner.

"Looks like Poppa's found himself a Momma," he snickered to the diesel engines surrounding him. His friends immediately burst into guffaws.

"Didn't know Poppa robbed cradles," an engine named Gook crowed.

"Well, there's obviously a 'flame' between them," another, named Lube, cracked.

"With a freezer?" Tank countered with a smirk. "You gotta be kidding!"

"Well, you wouldn't expect him to race with Dustin," Gook pointed out.

"Not even a steamer would be dumb enough to pull a hopper in a race," Greaseball snorted. "Can you picture it?" His gang naturally broke out into laughter again.

Greaseball looked again at the racing locomotives, only half-paying attention to Control's commentary. Poppa had managed to pull a little closer to the other three, but it was not good enough. The others still had a significant lead, and it would take a full-out brawl between them in order for the steamer to get a leg ahead of them.

Still, Greaseball could not help admiring the old man as he surveyed Poppa's pretty partner. He recognized the freezer from earlier. She was one of Electra's trucks, and she had had no qualms of ditching her engine to admire the reigning champion. It had been the black-haired beauty who had sidled up close to Greaseball and who had not hesitated to lay her icy hands on his muscular arm as she admired his rippling biceps. He would have never pegged such a snow queen to go for steamers, but there she was, clutching Poppa's holdings. Either she was dumber than she looked, or the steamer was a master with the sweet talk; whichever the case, Greaseball privately hoped he had that kind of luck with women when he was older.

Of course, Greaseball thought, feeling his smirk widen, it was all made even more amusing just knowing **_whose_** car the freezer was originally. Oh, yes, he had seen that Mohawk-wearing hard drive coupling with the pale-faced woman during carriage selection. He had not thought much of it at the time, though he was surprised and rather amused when he saw the flashing idiot pulling Rusty's coach later, but this took the cake! He doubted Electra had agreed to let Poppa race with any of his wagons, and Greaseball could vividly imagine the look on the fuse's face when Control announced the pair over the intercom.

And he thought it had been enough fun just drawing the female trucks away from Electra! The rest of the evening was proving to have an enormous amount of potential.

"Come on," the diesel said to his friends with a jerk of his head. "Let's get to the finish line and watch the show.

xxx

Author's note of acknowledgement - I had sent the original bit with Poppa and Volta discussing the different powers of the rails to my step-father to see if it would be accurate if rolling stock were really sentient. His reply was: "A coal fired steam locomotive, if living could not only dig up and burn coal, but wood, trash, peat moss, leaves even crude oil that a diesel couldn't burn. It could run on anything that will burn even the rail road ties from behind the tracks itself." I thought it fit so well that I put it in here. Thanks, Pete!


	3. Heat Two

"He's actually doin' pretty good," Rocky Two commented.

Nobody replied for a moment, too busy watching the race from the side of the track. They had tried running alongside the racers, prepared to catch Poppa should he break down or crash, but it had been difficult for the train of six trucks to keep up with an old engine carrying a single car. Rusty and Rocky had then tried going ahead by themselves, using the side track that the marshals operated to monitor the race, but Trax Two had spotted them and yelled at them to leave. So, the engine and boxcar had settled for getting to the finish line as fast as they could, using the short cuts that the rusted switcher knew well, and they were soon joined by the rest of the trucks.

Poppa was still lagging behind the others, but he was managing a steady pace despite his advanced years.

"Well, let's hope nothing happens," Rocky One said at last.

From his spot beside the youngest Rocky brother, Flat-Top caught a glimpse of the hopper beside him turn his back to the race, and Dustin covered his face despairingly. "I can't look," he mourned.

Flat-Top tore his eyes from the racers and lightly punched his friend's arm. "He'll be okay. That geezer can take a lot, you know." In truth the brick truck half-expected the old steamer to collapse right there on the course, but the sensitive hopper did not need to dwell on that prospect.

Dustin's eyebrows arched beneath his fingertips, and Flat-Top saw his mouth contort as if he was going to be sick. The brick truck glanced at the others, who were absorbed in the race, and lowered his voice as well as he could with the noise around them. "Let's get some air," he said encouragingly.

His friend shook his head. His mouth moved, and Flat-Top strained his ears, managing to pick up, "I almost went with him."

"What do you mean?" he asked, quietly enough.

Dustin's hands lowered slightly, allowing himself to meet Flat-Top's eyes. "When Volta seemed like she was going to say no, I was ready to ask him to take me." The hopper grimaced. "If I had gone out there, he might be doing a whole lot worse."

"Don't think about stuff like that," Flat-Top answered.

Dustin looked at him miserably. "I can't help it! I mean, Poppa's so old, and I'm so heavy, and - "

"Don't think about stuff like that," Flat-Top repeated, cutting him off with an admonishing, but light enough, slap on the arm. "There's no point thinking about 'what if's'. You have to keep going and - "

"Hey, Bobo! You lost your coach!' Control called.

Flat-Top's head snapped up, and he spun around in time to see Bobo collecting Ashley. In a moment the brick truck was hanging over the safety rail of the track. "_WHAT DO YOU THINK YOU'RE DOING, FRENCH FRY?_" he bellowed. "_YOU COULD HAVE GOTTEN HER KILLED!_"

"It was the dynamite truck, I think," Rocky Three pointed out, yanking on the brick truck's couplers to pull him back.

"It could've been Dracula for all I care!" Flat-Top retorted, feeling his face heat as his hands curl into fists. "If you're gonna take a coach like Ashley out on the course, you had better keep an eye on her. I mean, you got three psycho-trucks out there," he seethed, gesturing toward Electra's female cars, "and they're already attacking each other - and they're all friends! But two freight trucks and a repair truck are tough enough to handle it all. Ashley is just a dainty smoker from the heritage railroad. She doesn't have any upper-body strength to protect herself with! And she's vintage! It was stupid to haul her into this!"

"Shucks, you never mentioned this to Greaseball about taking Dinah," Rocky Three replied with a smirk that Flat-Top disliked. "With all the races he's hauled her in, her pretty face could've gotten dented so many times. Or," he said with a wink, "are you just partial to smokers - "

"Shut it!"

"Cut it out, you two," C.B. ordered from the other side of Dustin.

Rocky Three gave him another smirk before looking back to the race. Flat-Top wanted to wipe that grin off his face, but it had to wait. He turned his eyes to the mass of metal on the race track, where he could already see the orange French engine slowly gaining on the others, who were having their own problems.

xxx

Volta could see the hesitance in Wrench's eyes as Turnov shoved at McCoy, but it did not lessen any of the force behind the repair truck's swinging fist. Volta instantly maneuvered her body, but Wrench still managed to hit her shoulder, denting her wagon. Volta bit her cheek and returned the blow with a kick. Wrench managed to lurch out of the way, but the momentum made Turnov stagger. McCoy was able to pull ahead, and Volta kept her eyes forward.

She heard the red-and-silver engine catching up, muttering in his native tongue. He pulled close, but Volta did not bother to look back at him. With her hearing as her only guide, she swung her leg back and felt it contact with the Russian's shin. Turnov yelped, though he seemed to be trying to smother it.

"You'll be fine!" Volta heard the repair truck yell. "Just keep going!"

"What's going on back there?" McCoy called over his shoulder.

"Self-defense!" she shouted back over the wind their high speed produced. Control continued with his narration of the race, but the freezer tuned him out as they pulled closer to Ruhrgold and Bobo, who were running almost abreast. McCoy pulled up beside the French power car; Ashley did not bother to look at the newcomers, too absorbed in what her partner was doing. However, on the other side of the smoking car, Joule glanced over, and she paused when she saw the freezer. Volta saw the familiar reluctance in Joule's blue eyes, but in an instant her face hardened. Suddenly, she backhanded the brown-haired smoker between them. With a cry of pain, the vintage car immediately released her partner, leaving space between the two components.

"Hey, Bobo! You lost your coach!" The TGV quickly backtracked, allowing Ruhrgold to take the lead, but McCoy managed to keep a foot behind him.

Joule raised her arm again. McCoy swerved to the side, out of her reach, but a grunt escaped the steamer's mouth from the effort. A bit of gray caught Volta's eye, but before she could react, she felt a hand suddenly yank her arm. She twisted her head towards her attacker. Despite the helmet blocking his face, Turnov's hard eyes were visible, glaring daggers at the freezer. The engine gave her a shove, and she struggled to keep her balance. Despite her efforts she felt McCoy wobble from the force, which allowed Turnov to pull even with him.

Suddenly, Volta felt another hand grab her hair at the base of her elaborate ponytail, and pain shot through her skull as Wrench pulled hard. Focusing, Volta aimed a punch at the repair truck's jaw, but the short-haired woman dodged the blow. However, her red hand released its decorative captive, and Volta responded with another kick, this time at Wrench's heel.

Pained, the diesel-powered work truck managed to hold on to Turnov, but her struggle to keep control over her injured appendage caused Turnov to slow once again, and McCoy caught up to Ruhrgold as they rounded the bend. However, thanks to the commotion between the two components, Bobo and Ashley had already managed to catch up and were just ahead of the steamer and the freezer.

Volta looked over her shoulder to see Turnov charging forward as best as he could with his limping partner. Wrench wore a similar air of anger, but Volta saw no contempt on her painted face, just a stony understanding.

Estimating that she still had another minute before Turnov tried another attack, Volta turned her attention to the brown-clad smoker, who kept her eyes focused on the dynamite truck as her partner moved closer to Ruhrgold. Volta aimed and directed her foot towards the back of her stocking knee, but McCoy suddenly lurched to the side, and Volta staggered.

"Cut that out!" McCoy shouted over his shoulder. "She hasn't done anything to you!"

Volta paused, surprised, but then rolled her eyes. The religious nut was also a moral legalist then. Well, if he did not want to do anything to prevent the others from winning, then he would have to face the consequences.

Volta glanced over her shoulder again and saw Turnov still hurling forward, but McCoy's sudden deviation had taken them out of the Russian's path. Turnov, seeming more intent on winning than revenge, continued on, coming abreast to Bobo.

Volta quickly looked again to Ruhrgold and Joule. The red-and-blonde-haired truck did not glance at her, but Volta could tell that she was listening - listening for the puffing steamer and the humming freezer on his holdings. Volta immediately switched off her cooling system and braced herself as the four racers began to run even. She did not wait long. One red hand released Ruhrgold's belt and lashed out, right at the freezer's face. Volta immediately ducked, and Joule's knuckles merely grazed her stiff fan-like hair.

Joule looked back with surprise, and their gaze met. For a moment they stared at each other, limbs paused as their partners pulled them forward. Finally, Volta gave her a nod. Joule's brow furrowed, and in an instant her hand aimed another assault, but, again, Volta dodged.

Annoyance crossed Joule's face, but Volta saw that fear, rather than anger, fueled her irritation.

The race track twisted, and Ruhrgold and McCoy rode within the inside of the turn, gaining an advantage over the other two. Volta kept her eyes on Joule while listening for Turnov, who was still on the other side of Bobo. The French train, meanwhile, was soon on her shoulder, but Volta did nothing to block the TGV.

The track began to dip now. Ruhrgold was moving hard, but the ICE end car seemed to be exerting more effort than his speed suggested. Volta glanced at Joule and saw a thin line where her red lips usually were.

McCoy's steady pace suddenly changed as the experienced racer began to exert more power. The pointed cattle catcher on his race helmet started to pass Joule – and then his smoke stack was suddenly ahead of her... and then his shoulder. Suddenly, he was even with Ruhrgold. The dynamite truck made no move to stop him. Soon McCoy was ahead of the German end car, but Joule did not take her hands from the ICE's couplers. Volta gave her one last look, though she had not expected more than the emotionless gaze she received, and turned her mind to the other two competitors.

xxx

"Are you alright?" Pearl asked, worried.

Only then did Electra realize that his body had been trembling by itself again. "I'm fine," he said, straining a smile. He felt hands touch his arms, but he jerked a gesture, and they ceased their fiddling, and their owners obediently moved to the side. His male components, who had rejoined their employer, stared at him silently, but their faces held the same question.

"Volta'll be fine," Pearl said, interrupting his thoughts. "She doesn't seem to have a headache now. Poppa's the one we should be worrying about."

"She might have a relapse," he lied, ignoring her final comment. "It'll be far worse for her." Far worse indeed.

Electra glanced at his male components, and the electric considered his options. On the one hand he could send Krupp after her; Volta may be a fighter, but she was no match for the armaments truck. Then again, any resistance from her could draw unwanted attention. Purse, on the other hand, might get her to go with him. The two got along well, and if Electra gave Purse the right words, the money truck could turn them into poetry. Purse could convince her that she had been forgiven and - Electra almost laughed at himself. Volta could never be so dumb as to believe he had forgiven her that quickly - not after what she had done to him. His only other option was to collect her himself.

Electra looked again to the race track where the black blur clung to the greenish one as they chased and pulled even with the others, and the electric locomotive felt the anger surge through him once more. She was mocking him - outright challenging him - and she had reached the end of his mercy. She had taunted him once by flirting with that diesel, right in front of everyone - right in front of him. Now, she was ridiculing his authority all over again, and this was worse than before.

He would get her for this - but first he would have to get her back. If he stormed up to her, flashing electricity and hauling her away, he ran the risk of looking like a jealous, jilted lover - or worse. Besides preserving his dignity, he still needed to keep Pearl; if she thought she was being used at all, she would leave him, and that would defeat the purpose of Volta's sham headache. There was another one way to do it - but he was hesitant to use that option. He had already operated the device enough times that night, and he had to preserve power for the final race. Though a quick connection to the overhanging catenary would help, the device still took a lot out of him, and Volta was not worth losing the championship. He would just have to find some other way.

Electra could see Joule and Volta suddenly grappling, but the freezer naturally did not receive damage. They rounded a bend, temporarily going out of sight, but when they emerged from around the blocking metal structures, the steam train and his partner were toward the front of the group while the ICE and his red-clad partner suddenly seemed to lag behind.

"Poppa's going pretty fast," Pearl said in amazement. "Not as fast as you, Electra," she added, "but for his age, that's something. He's already ahead of Ruhrgold. If he keeps this up, he might come in second."

xxx

The trains were close to the finish line now, drawing near to the final tunnel, though it was still a ways off. McCoy's limbs had already been hurting for miles now, unconditioned from years without prolonged exertion, but even in his old age his threshold for pain was still rather high, and he ignored the tight sensation within his chest.

_Gonna make it, gonna make it, gonna make it_, his mind chanted in time with his clanking wheels. He focused his eyes on the track ahead, zeroing in on the approaching tunnel. Behind him he felt Volta's icy hands grip his couplings tighter, and he felt the freezer move expertly with him as he maneuvered around the other engines. Bobo was leading now, and McCoy chugged on, almost close enough to touch little Ashley's couplers.

His old ears suddenly picked up the sound of another speeding figure, close to his side. All of a sudden the steady motion that he and Volta had maintained was violently altered as he felt Volta hurled to the side as if shoved. A cry escaped her lips before there was a sudden brake of their movement along with the sound of a body dragging along the wooden ties of the track.

McCoy did not need to think. He screeched to a stop without glancing at the two locomotives who passed him, and he grabbed her black-gloved hand and pulled her to her feet as quickly and as gently as he could. "Are you alright - "

"Never mind that, you fool!" she cried, smacking his arm. "_**Go! Go! Go!**_"

McCoy did not hesitate. He was off again, charging after the engines and their partners. Though he knew it was risky, he increased his speed, using almost double the exertion his previous pace had needed.

They came up to Ruhrgold and the dynamite truck. The red-clad girl looked back them, and he saw one hand rise and curl into a fist, but McCoy quickly dodged, moving ahead of the ICE. He heard Ruhrgold shout something in German, using a tone that made McCoy glance back in time to see the young engine's red-and-blue arm swing down. The blow landed on his shoulder, and McCoy winced, but suddenly Ruhrgold yelped as McCoy saw a flash of black hit him in the shin. Volta's foot quickly returned to the track as Ruhrgold swerved into the safety rail of the race course.

"And Ruhrgold stops - this is getting really mean!" McCoy heard Control announce.

The steamer continued on. Turnov seemed focused on Bobo, but as McCoy closed the distance between them, the Russian suddenly looked over his shoulder at them. McCoy saw Turnov's green eyes glowering through the hole of the gray helmet. McCoy braced himself and pushed ahead.

He was soon even with the Russian engine, but Turnov did not glance at him – then, suddenly, he shoved McCoy over and sent his arm toward Volta. The attack failed to make impact, but McCoy had had enough. His fist flew at Turnov's chin, and the younger engine lost balance.

"Ouch, Poppa shows Turnov he still packs a punch!"

There was a crash behind him, and McCoy looked back to see Turnov on the ground. The repair truck had managed to uncouple in time and, as the track turned towards the tunnel, McCoy saw her tap him with her foot.

"Bobo still has the lead," Control said, and McCoy looked to see the French train several feet ahead. McCoy focused his sight on the tunnel, and he pushed harder. Bobo's shoulder was soon in reach; then the two were even; suddenly McCoy's pumping arms were just a little ahead of Bobo's. McCoy strained, and Bobo quickly passed behind his line of sight, and the steamer zoomed into the tunnel.

The darkness was only brief, and McCoy emerged to see the finish line where one of the black-and-yellow Trax brothers waited for him with a flag. Suddenly -

"The old guy does it!" Control cried. "Winner of Heat Two Poppa McCoy with Bobo in second place. Poppa and Bobo have a place in the final!"

xxx

"He did it!" Pearl cried.

Electra had had enough. "Come on, Pearl," he said as suavely as he could, and the observation turned from the scene.

"I hope they're both alright," she said, hitching on.

"Why don't we collect Volta and make sure?" he suggested. He turned to Purse and Krupp. "Get the girls," he ordered, and the two did not waste time by even nodding their submission.

Alone now with the coach, Electra deliberately paused. "Pearl," he said gently, "may I say something first?" Deep inside his operating booth, he felt a click as he privately opened a program on his computer. Electra turned, feeling the observation car let go of his belt, and he looked her in the eye.

The track, once alive with red and yellow light during the race, had now been abandoned to the shadows, but a station light still managed to shine its soft beams upon the two, reflecting off the engine's frame to illuminate the coach's fair face with its shimmering rays. Pearl seemed to realize the sudden solitude they now shared, and she glanced at him with an uncertained, yet excited, gaze. "Yes, Electra?" she mumbled.

The program had not been running ten seconds, but he already saw a difference in her gaze. Her blue eyes were slightly softer than before, yet they had become more focused on him. He smiled at her and took her hand. "Tonight I told Purse that you were second to none."

"I - I know," she stammered, blushing, but her eyes remained on him, growing more fixated. "You - He told me you said that."

"Well, it's true," he said softly, pressing his thumb lightly against her fingers. "The moment I saw you, it was like I had found a star, and I wondered why I was so lucky a mortal to see you." Pearl smiled with shy pleasure, but her stare remained unbroken, as if she was trying to take in every detail of his face at once. Electra slowly, deliberately raised her hand as if to kiss it, but he stopped suddenly, her knuckles inches from his lips. "I couldn't get you out of my mind. I went away to my track, thinking only of you. Then, once Volta said she had a headache, your face immediately grabbed my thoughts."

"Oh, Electra..." she whispered.

"I doubted that I could ever hope to get your attention," he said somberly, "but I sent Purse to find you, afraid that you would say no if I went in person. When he came back to me to say that you had to think about it, I could barely contain myself. I paced my track until I couldn't take it anymore. I raced to find you - to try to convince you to go with me."

"You... didn't have to convince me."

Electra paused deliberately. Her eyes were shining now, and he saw that much of her shyness had left her. Social inhibitions and her own insecurities seemed but distant thoughts as she stared at him with an expression that bordered on slavish devotion. He smiled. "That's the most amazing thing I've ever heard."

His free hand reached out slowly and rested upon her soft face. Pearl did not blush; rather she glowed with pure rapture. He slid his fingers down her cheek, pushing away strands of blonde hair, and gently traced her jaw, finally settling his thumb upon her chin. He leaned in slightly, and her pink lips obediently puckered.

With that Electra exited the program. He hovered a moment above her waiting mouth before pulling back. "The others will be worried," he said silkily. "We shouldn't keep them waiting."

Pearl nodded, flustered and - Electra smiled - disappointed. He spun around, and she took hold again of the loops on his belt. They made their way toward where the spotlights conceitedly lit up the finish line.

Electra checked his battery. He winced. Even that small amount of use had taken a lot of power.

Rather than cutting straight to the spot where the new finalist and his partner was, the track instead wove around the rail yard fixtures separating the AC engine from their destination. Electra spotted Krupp emerging from a tunnel with Joule in tow while Purse came from the back tracks with Wrench. He gestured at them, and they silently filed in behind Pearl.

The observation car's grip adjusted as the components hitched to her, and Electra could tell she was disappointed about the extra wheels. The electric, on the other hand, welcomed the addition. It fit his plan perfectly. His freezer truck would see how just expendable she was. Instead of a humbled and humiliated engine, she would see a train of trucks that were actually useful to him, along with her starry-eyed replacement. He had no intention of yanking Volta away from her steamer - not right now anyway. If she wanted to play games, then she would find herself with a formidable opponent.

Electra raised his head and straightened his shoulders. Casual indifference overtook his features, and he proceeded toward the lit area of the rail yard.

xxx

McCoy slowed but still allowed the momentum to carry him down the track. Aware of the smile that spread involuntarily across his face, he raised his fist into the air as he coasted around the loop of the line. He heard cheers that sounded like they came from the Rockies, and he eventually slowed to a stop, panting, and removed his race helmet.

He looked at Volta, who had an elegant hand raised like a queen. She wore a polite expression, but when she noticed the steamer's gaze, wonder appeared on her white face. "You actually did it."

McCoy grinned. "Told you."

Her blue lips formed a small smile. "You really are Ramblin' McCoy."

"Well, you're quite the racer yourself, you know," he said and held out his hand. She paused a moment but then reached out and shook it.

He began to turn, ready to take her to find Rusty and the others, but a sharp, sudden pain stabbed his chest, just above his fire box. The pang seemed to encourage the ache within his lungs, and he suddenly found himself struggling to breathe.

"McCoy?" Volta's frigid hand laid itself on his shoulder.

He tried to look at her, to form some response, but he felt his legs weaken, and he helplessly sank down to his knees. Volta grasped his arm, slowing his descent, and she patted his back as he labored to suck in air.

"Tell me what you're feeling," she ordered. "Do you need a mechanic?"

He struggled to form a response, to nod his head, but he could not; his mind forced himself to focus on breathing. For several moments he did not dare move, afraid that his insides would be further damaged by any movement other than his heaving chest.

_Starlight, help me!_


	4. Laughing Stock

**EDIT 12/3/10**: The following chapter has been modified. Narratives were tweaked; dialogue was altered, added or removed; a new scene was written (starring Flat-Top).

xxx

Rusty's arms pumped as he zoomed towards his mentor with the freight trucks in tow. A smile stretched across his face as he saw Poppa take off his helmet. Even from that distance the older engine looked tired, but Rusty's amazement did not cease a bit. He had never seen Poppa in a real race before, not even a friendly one. When Rusty used to practice on the sidings with Pearl, Poppa would stand watching, calling out suggestions and commands. Only a few times had Poppa ever given him a visual demonstration, but those had always been at low speeds. Rusty would have never expected that kind of performance on the track. Sure, Poppa had been a little shaky at first, but he had soon found his groove, and at times he seemed to fly down the rails.

Rusty felt his chest swell with pride. Not only had Poppa just beaten three of the world's fastest engines (and at his age, too), but he had also taken care of himself out there. The freezer was a good fighter, of course, and Rusty was glad she was tougher than she looked, but the way Poppa avoided punches and delivered that damaging blow to Turnov was truly impressive.

Rusty shot a sly glance towards the Russian engine, who was still stumbling off the track; the repair truck had already vanished, and Turnov now tried rolling himself forward with the safety rails for support, but the mechanical barriers quickly sunk back into the ground. Turnov stumbled and fell, suddenly a metal heap half-dangling over the ledge the track rested on, but he managed to push himself up, and with some difficulty he began to limp slowly away towards his assigned track, unaided. _And all because of a steam engine_, Rusty thought.

Rusty looked back to Poppa, who was suddenly on his knees. The switcher instantly felt concern, but at the same time the young engine resisted shaking his head. The elimination heat had obviously winded the racer; still, Rusty knew better than to say "I told you so" to the stubborn steamer. "Hey there, Poppa! You were great!" he called, making his voice sound cheerful as he circled around the champion and his partner. "Hey, you..." A sudden look from the freezer made him trail off, and it was then that he noticed Poppa's labored wheezing.

Rusty was instantly on his knees, barely aware that Rocky One had disconnected from him. "Look at you!" He laid a careful hand on Poppa's back, but he almost withdrew it when he felt the green metal. Terror immediately filled him to the brim. "Y-Your boiler is cold!" he cried. He had been expecting the heat of bubbling water, but Poppa's back was like ice. "How could this happen?"

"Oh, Poppa!" Dustin groaned, releasing his hold on the flat car's belt in front of him. His face crinkled into a tight, distorted mask as Rusty heard him swallow noisily.

"It's your own fault, steamer," Flat-Top snapped, looking at the locomotive with bitter eyes. "You shoulda stayed back at the yard and blackmailed Rusty properly like a normal old geezer."

"Shut it!" Rocky Three snarled, slapping the brick truck's arm with the back of his hand.

"Turnov must have hit him harder than I thought," the freezer said, ignoring the trucks. Her previously cold eyes now contained a grave concern. "Let's get him to the repair shop," Volta ordered, taking Poppa's arm to lift him up, but Rusty shook his head.

"Poppa's pension won't cover that sort of bill."

"So, you're going to do nothing?" Volta asked, incredulous.

"C.B. has tools back in the freight yard," Rusty replied, barely looking at her, and addressed Poppa: "I can get you there fast. Think you can stand?"

Poppa pushed himself up. He opened his mouth, but only a hard panting came out. Poppa placed a heavy hand upon the younger's shoulder, and Rusty patted his forearm encouragingly, though inside he felt sick. "I'll be fine, boy," Poppa finally managed to cough. "But... I can't carry on."

"What do you mean?" Rusty asked faintly.

"Looks like my racing days have come and gone," Poppa said grimly. Rusty looked at him miserably. "Proved that I could do it," Poppa went on after another forced breath, "but... I used too much power. Even if I pulled Flat-Top, I couldn't do it again."

"Just rest now, McCoy," Volta said in tone she must have thought was gentle, but still managed to sound commanding. "Save your strength."

Poppa barely glanced at her: his brown eyes locked onto Rusty's blue ones with a meaningful gaze. "But I did it, Rusty," he said quietly, yet proudly, as if he had not been interrupted. "See what steam can do? It's no more dead than the new models of locomotives. Everyone says that progress left us behind and that we're useless and slow." Poppa gave the younger's shoulder a firm squeeze. His old lips, caked with cracks from years of being exposed to the elements, suddenly curled into a smile. "But I got me a position, Rusty. I've got a placing in the race."

Rusty nodded. He tried to swallow, but his mouth was dry. "Yeah, Poppa," he said hoarsely. "You did it. You did it real great."

"C'mon, Poppa," Rocky One encouraged, grabbing hold of the engine's thick arm. The boxcar wore a smile, but Rusty could see that it was as strained as his own. "Let's get you to the yard now."

"Yeah, Pops," Rocky Two agreed, bending over to help as well, but Poppa shook his head.

"Please, boys – "

"You're an antique, McCoy," Volta cut him off, "but I doubt Control has a big enough insurance policy to risk getting you further damaged." Her eyes were as frozen as ever, but a strange firmness appeared in those brown orbs. Her hands, now with a odd dusty look on their fingerless black gloves, snaked around the engine arm, gripping the inner-side firmly. However, when her bare fingers met the more sensitive metal, Poppa suddenly cringed, visibly shuddering. "See?" she said with a note of grim triumph. "Your fire isn't bright enough to warm a freezer's hand. C'mon," she added, pulling on the arm. The Rocky brothers followed suit, but Poppa shrugged them off.

"I appreciate the concern, all of you," he said with a grimace, "but – "

"But nothing," C.B. jumped in. The thin man maneuvered around Dustin and stood before the kneeling engine with his red-clad arms akimbo. Though the caboose was usually easy-going, an authoritative tone had entered into his tenor voice. "You've had us all jumping through hoops trying to make sure you didn't keel over, and right now you need help. If you're gonna be a hot-head about this, we can drag you kicking and screaming to your shed, and that ain't gonna make steam look any good. You understand me, Ramblin' McCoy?"

Poppa winced slightly, but he seemed unfazed. "Boy, you're a great truck, and I hear you well, but I need to do something before anything else happens."

"Well, you can wait until I make sure your boiler ain't gonna fall off or something," C.B. retorted. "As much as you're looking forward to visiting the Starlight Station, I doubt the Midnight Train wants you to come 'cause you're being stupid." The blond man jerked his head towards the boxcars. "Rockies, help him up."

The brothers did not hesitate. They immediately leaned over and grabbed hold of the steamer. Poppa resisted, but he was too weak to do anything other than to make himself heavier for them by curling up. He shot a pleading glance towards Rusty, but his student shook his head.

"I'll help you with whatever you want to do, Poppa," the switcher answered, "but I ain't gonna help you damage yourself further. C'mon," he added gently, standing, and his mentor reluctantly allowed himself to be set onto his feet as well.

Poppa took Rusty's couplers as the freight train formed a separate line beside them, but Rusty looked back to see Poppa turn towards his race partner. She stood straight, glancing between the engines and the trucks coolly, but it seemed that she was unsure about going with them.

"Rusty," Poppa said softly, releasing the younger's holdings and placing a hand on the switcher's shoulder, "let me say one thing, and I'll go with you quietly, but I gotta say it quick before anything else happens."

Rusty sighed and turned, and Poppa awkwardly adjusted his hold on the younger as the switch engine moved. "If it's fast, then you can say it," he said firmly.

The champion's mouth twitched upward into a small grin, though his eyes still managed to seem somber. "Fair enough." The older man straightened himself as best as he could. "Remember when you were younger, and I used to tell you that everything happened for a reason?"

"Yeah, Poppa," the switcher replied softly.

"There is a reason for this happening too," the dark-eyed engine wheezed. "I told you things will happen because of tonight. Maybe they won't come right now, but they might come tomorrow or next year. The point is that they're coming, and they'll be here when we need them. Do you believe that, Rusty?"

"Yeah, I – maybe, Poppa," he choked out even as his throat clenched.

"Well, it's true, son," Poppa returned. "It will happen. Steam needed to be in that heat. I could feel it. If it weren't so, I would have never been able to do what I just did. You think an old man could beat a TGV relying on only earthly power?"

"Poppa – " he began, but abruptly the brown-haired switcher noticed that the thick hand on his shoulder had become slightly heavier, and it was then that Rusty realized that the old man had been using him for balance. Suddenly, the younger man found it difficult to look into the warm brown eyes before him.

"Steam can beat them. Steam has raced them," the grandfatherly engine said. "Now, boy… I can trust you." Poppa said it softly enough, but there was a strange excitement in his voice that immediately called forth that familiar knot which seemed to enjoy the company of Rusty's stomach - the knot that said Poppa was going to do something both unpleasant and unexpected.

It was right.

Poppa raised himself up a little more, his dark eyes gleaming, and he said, "Go and enter in my place! Get in there and win the game!"

Rusty jumped back as if bitten, gaping, but he instantly regretted the action because the champion immediately lost the support the younger engine had supplied and tipped forward. Suddenly, the Rocky brothers were at his side and managed to grab hold of him in time to lessen the impact of his fall.

"Are you okay, McCoy?" Volta questioned seriously, and to Rusty's surprise, she dropped to one knee beside her partner.

"Maybe we should bring the tools here instead," Dustin suggested softly.

Poppa did not seem to notice them. Those brown orbs zeroed in on the switcher once more. "Rusty, you must. There's no one else."

For a moment Rusty wildly hoped that this was just a result of fatigue, but he could see that Poppa was dead serious. "No, Poppa, no!" he cried.

Poppa frowned, and his eyes suddenly held a strange fire. "Must I kill myself to make you see sense?" he demanded.

"Settle down!" Volta ordered.

Poppa scowled at her, annoyed, but he seemed to think better of it and sank back on his heels. Still, that determined gaze shot once again to Rusty.

The corroded engine shook his head, hating the way the strained locomotive and the seven trucks were looking at him. "I do not believe," he said to them all, backing away. "No point in pretense. I - I can't do it, Poppa. I won't."

The anger on Poppa's face increased. "You couldn't face that losing shame," he said. "Are you willingly to think back forever on this night and think about what you could've done - "

Before the graying steamer could finish, a loud laugh suddenly broke out, cruel and mocking, and cut Poppa short. Rusty started and immediately cringed, recognizing the taunting, merciless voice. The young switcher looked up to see the newcomer, along with six other engines, roll out of the darkness.

"Well, lookey here," Greaseball smirked. "They said this train could go." He slowed to a stop, right beside the ailing locomotive, and placed his thumbs on his belt. He gave Poppa an inspecting look. "If it can go at all, it sure goes slow. It just can't be the _**real**_ McCoy." His companions immediately snickered. Greaseball's sneer widened, and his eyes suddenly shot to Volta. Greaseball gave the freezer a smile, but he continued to speak to Poppa. "I gotta say, though, I do like your taste, old timer. Maybe you got a little life left in ya after all." The diesel winked at the woman. "If he's too slow for you, snowflake, you can give me a call."

Poppa immediately stiffened. Greaseball chuckled again. "This is going to be a swell race, ain't it, Poppa? If you do as well as you did just now, it'll just be like I'm only racing against two engines instead of three." Again, as if on cue, the other diesels laughed. Greaseball waited for their guffaws to subside, obviously pleased with himself, before adding, "That is, if you can even make it to the final."

Suddenly, he turned his head towards Rusty, and the switcher felt himself tense. With a saunter Greaseball closed the distance between them. "Will you be racing in his place?" the black-haired engine questioned.

"Should do!" his gang encouraged, flashing the steamer shark-like smiles as they suddenly gathered close. It took all of the switch engine's will power to resist taking a step back.

"Yeah, go for it, Rusty!" Tank added.

"We want to see you race, chug boy!" Lube put in.

"Then you can show them steam is really through!" Greaseball finished.

Rusty looked away, feeling his face heat, but he knew better than to make any effort to leave. The diesels would be on him in a second.

"C'mon! Do it!" Greaseball smirked, punching the switch engine's arm, hard, with mock-friendliness. "It ain't fun if I don't have enough engines to beat - not that you have enough un-rusted parts left to be called an engine," he added. "But it can be Poppa or Rusty, I don't care which. Both are going to make this year easy for me."

Rusty felt his teeth grit, but he lowered his gaze, forcing himself to focus on the track.

"Maybe you should invite them to your victory party, G.B.," Tank suggested. "It's only right if they're going to help you win."

Greaseball laughed. "Well, one of you better show up," he said, glancing at Rusty. "I can't prove steam is useless if it ain't there." The air once again rang with their mocking guffaws, and Rusty's ears suddenly perked as he heard movement, and he found himself looking over towards the freight trucks and Poppa. Some of the diesels began to loop around the rolling stock. The Rockies' fists immediately came up as they took on defensive stances, and C.B. broke formation and drew closer to Poppa protectively, though the caboose was too thin to be of much help. Flat-Top, on the other hand, had quietly moved away from the group and kept his eyes away from the trucks, giving no reaction even when Lube shoved at Dustin

"Leave old Poppa and race Rusty," Tank cracked. "He will be less of a challenge."

"Leave young Rusty," Lube countered. "Poppa will do better, and it won't look as easy.'

Rusty, without realizing that he was doing it, put a foot forward, starting towards his friends, but he immediately felt a hand on his shoulder, and he was yanked back and was suddenly face to face with Greaseball.

xxx

The Rockies stood their ground as the locomotives tightened their circle around the trucks and Poppa, but Flat-Top knew that the diesels were not planning to bother the boxcars. Even though they were only three freight cars against six engines, the Rockies were not easy targets. They knew how to fight, and that made them a problem in this kind of sport. No, the engines' prey was the exhausted Poppa, who put his arm in front of the freezer chick as if he could really do anything, or Volta herself, who crouched, tense, with her eyes focused on the attackers, or the shrinking Dustin, who staggered as Lube smacked him hard, or even C.B., who turned his head toward Greaseball as if he expected the engine to call his gang off.

Dustin suddenly grunted, and Flat-Top looked over in time to see the truck clutching his shin as if in pain while the engines broke into snickers once more. Gook, the youngest engine, came close and raised his leg, aiming for the injured area, but the hopper drew back quickly, and the engine's wheeled foot missed by mere inches. Rocky Three quickly grabbed Dustin's arm and, yanking, guided the large man behind him. The big hopper crouched behind the boxcar brothers, his gray eyes wide with fear.

Flat-Top looked away.

_Do something_. The brick truck gritted his teeth against the thought. He was used to cheering the gang on whenever they jumped a helpless truck or tore off the brakes from some upstart engine and shoved him down a hill. He had seen them dent the frames of male coaches, and he had helped them chain a large gondola car to the tracks after the truck told Tank to leave his sister alone. They were the toughest machines he had ever encountered, and he was not about to cross them - not even for his friends.

_Do something_. Flat-Top closed his eyes, but it seemed that the lack of vision only served to make his ears stronger.

"Leave old Poppa. Leave young Rusty. Leave old Poppa. Leave young Rusty." He could hear the rush of wind as the engines passed by him, and he could hear the muttered curses of the Rockies.

"What you gonna do about it, Mr. Clean?" Gook laughed, and there came a grunt of pain that sounded like C.B.

Flat-Top had the sudden urge to raise his hands to cover his ears, but instead he lowered his head, finally opening his eyes, and focused his attention on the wooden ties beneath the rails. Even as he tried to block out the noise and the streaks of movement that prodded the corner of his sight, he knew with a sickening clench of his inwards that he would have to look at the scene again. If he seemed at all uncomfortable, the diesels would turn on him for being sympathetic towards their victims.

Flat-Top felt himself swallow, and his lips pressed tight together without him meaning to. He clenched his hands into fists, narrowing his eyes, but he could not bring himself to raise his gaze. The nauseous feeling increased, and his teeth ground together as the corners of his lips jerked downward.

_They won't hurt them too bad unless G.B. tells them to_, he reasoned. Greaseball just wanted to mess with Rusty and Poppa. He was not after Dustin or the boxcars or C.B.: the hopper barely interested him, and the Rockies had cheered him on in the past – they had even been rooting for him earlier when the diesel had broken up the scene with the electric freak; C.B. himself was a friend of the champion, even though most people thought he was too much of a goody two-shoes to be seen with the diesel. Greaseball would not tell his gang to hurt the trucks. He was there for the steamers.

_It's only what those two deserve_, the brick truck told himself. Poppa was always saying that oil was of the infernal engine, and Rusty picked up on his attitude with that stupid "Nobody can do it like a steam train" talk. _**Of course**_, the diesel engines would be offended. Did the steamers honestly think that they could insult a whole branch of locomotives without getting somebody upset? Poppa McCoy and Rusty were only getting what they had coming to them.

Dustin suddenly yelped, and a chorus of snickers followed it. Flat-Top winced, but still he could not look up. It felt as if gravity itself was deliberately pulling harder on his eyes. Any moment one of the engines would look over at him and see that he was not pumping the air with his fist or laughing along with them when they passed close enough to give C.B. a smack. Any moment they would see that he was not rooting for them, and they would start doing the exact same thing to him. Still, he could not bring himself to raise his eyes.

_Do something_, the voice inside him said again, but he remained still.

xxx

"I guess if you're going to race, you're gonna take your new mommy as well," the tanned man said softly. "What happened to Pearl?" Rusty felt his jaw tighten, but he did not answer. Greaseball's grip became firmer, his fingers digging into the rusted shoulder. "Answer the question."

Rusty glared, but the diesel's thumb suddenly brushed across the switcher's pressure point. Greaseball pushed down, and the pipes within the steam engine protested as Rusty resisted a cry of pain. "I won't tell you again," Greaseball warned and suddenly released him.

Rusty staggered but somehow kept his footing. Greaseball's hand captured his shoulder once more, and the mainliner's grip tightened as before. Rusty looked away. "You were in the race," he finally muttered.

The half-answer did not seem to offend Greaseball; rather, he actually smiled. "That's right. I was," Greaseball said as if he were remembering a pleasant picnic. "Your little pink friend decided to play with someone else, didn't she? I always knew observation cars were smart, and Pearly ain't different. You don't think you'll make her jealous with the freezer, do you?" Rusty refused to look at him. His fists began shaking, and he tried to stop them, though it was difficult. Greaseball rapped a knuckle on the switcher's forehead. "Use your head, boy. Pearl ain't gonna look at you unless you win, which you ain't gonna do. Of course, the spark-plug's ain't gonna win either, so Pearl's gonna lose interest in him. She'll just go back to her place in my fan club while _you_ go back to hitching and switching at everyone's call for the rest of your life."

With that he suddenly shoved Rusty forward. The steamer, arms flailing, managed to stop himself from colliding with the freight trucks, but now he had the attention of the other diesels, who, distracted from their sport, left off accosting the small group and turned their attention to the switcher.

Rusty braced himself as the diesels started moving about him, coming uncomfortably close. "Don't stop, Rusty!" they said, looking more shark-like by the second as they passed in and out of his line of sight.

"Let's see what you got!" Gook said, shoving him as he passed, and Tank followed suit, but Rusty remained still. He knew that they wanted a reaction from him, and any response would encourage them to continue.

However, even as they circled him like buzzards waiting for their prey's last breath, Rusty felt the water inside his boiler bubble. His fists clenched, and an image flashed across his mind of himself flying at each of them and knocking them all senseless. However, the rest of his mind instantly reminded him of the physical limitations of his corroded body, so he was forced to stand there, doing his best to avoid the oncoming blows, all the while feeling the steam pressure build up inside him.

"_Clear my track!_" a voice suddenly rang out. The locomotives immediately left off their assault. Everyone, including Rusty, looked up to see a blue-and-red engine steer into the illuminated vicinity, his chest flashing with red light as he pulled five cars with him.

Out of the corner of his eye, Rusty caught a streak of movement, and he saw that Volta had suddenly risen. Even with the bottled emotions building up within him, Rusty saw fear cross her white face, and the freezer backed up against the Rockies.

The last four cars of the incoming train broke off respectfully as Electra haughtily made his way into the crowd of metal figures, but a pink-and-white car continued to hold on. She did not seem to notice anyone else around her - or even that anything else existed besides the electric engine.

Rusty felt his stomach drop. The steamer looked at the observation car, who was obliged to release the AC engine as he made a sharp turn. Even with the unceremonious disconnection, Pearl seemed to be radiating pure energy as she wobbled to keep balance, panting slightly. Rusty glanced again at Volta. The freezer had somehow squeezed herself between Rocky Two and his younger brother, and her eyes were trained on the flashing AC engine. Her mouth was set, but Rusty spotted her hands clutching Rocky Two's couplers, and the steamer suddenly noticed that a low hum was coming from the freezer's previously silent cooling system.

"What's all this rubbish?" Electra demanded with a sneering glance at Poppa. "I thought this was a high-tech race course, not a scrap yard." With an air resembling a stereotypical art critic turning his nose up at a poor piece, Electra turned away from the group and said, "This rusty junk must go! Clear my track!" Electra barked out a taunting laugh.

Rusty cringed and shot a glance at Pearl. To his surprise the observation car did not look offended, or even shocked, at the blatant insults: on the contrary, she did not even seem to notice. Her usually observant eyes were fixed solely on Electra like a moth fascinated by a flame.

"Oh, I don't know," Greaseball suddenly said, shooting a sly glance at the electric. "Even though he's old, Poppa's taken good care of his frame, and I don't think he gots rust - unlike some engines out there. Explains why your freezer's so fascinated with him."

Electra immediately twitched - a jerk that moved his whole arm. "Like I said," he answered, facing Greaseball, "this rusty junk must go. Clear my track."

Greaseball folded his arms, but, surprisingly, he seemed entertained. Suddenly, the muscular locomotive turned, stepping off the track, and rolled over to his friends. "Boy," he said to them, loud enough for everyone to hear. "Electrics are so testy when their coaches make disconnections."

Electra straightened his shoulders and, glowering, opened his mouth to speak, but almost immediately a sweet little voice sang out, "Clear my track!"

Rusty whirled around. A warning signal appeared in his mind and immediately switched to red alert as the observation car zipped past the collapsed Poppa without a glance. Electra sent her a smile as she rolled up to him, and she took his arm, rather possessively. "I'm with the megastar, and he's going places."

"Like the Milwaukee Road," Greaseball snickered.

Electra's brown eyes hardened once more, but Pearl gazed up at his contorted face longingly. "This is my train now."

Rusty froze. She did not just say...

"That's real cute, Pearl girl," Greaseball replied, unaffected. "I'm sure you'll like the limited track and all. Electrics lose more and more lines each year, so the cramped conditions will be perfect for a long-haul coach."

"Even if it's just a siding, I'll stick with him," Pearl said, not taking her blue eyes off the electric. A dainty hand came up and traced the side of the illuminated box on Electra's chest. "He's the best of the best."

Electra smiled, pleased. Greaseball shot a smirk at Rusty, but the steamer barely noticed the silent taunt. The warning signal in his head was now accompanied by a high-tech prison siren system wailing at full volume. This was more than something being squirrely - this was a complete overhaul of reality. Pearl was the coach that had told him she had "to be certain" when he had first asked her to race with him. She was the coach who had only agreed to his request after he had made it clear that it would be a "just friends" date. Sure, he had seen her swoon over Greaseball plenty of times, but she had not leaped into the diesel's arms only an hour after she had met him. She did not make snap decision like this, especially when it came to romantic relationships. Pearl had told him in confidence once that she was afraid of ending up in a bad marriage - "like the coaches on Buffy's soaps." She was terrified at the thought that she might fall for a guy who seemed great but "could turn out wrong." Pearl was not like this.

Greaseball, meanwhile, folded his arms as he looked at the fawning observation car and her engine, but he continued to grin. "Well, you'll come to your senses eventually."

Pearl did not seem to hear. "This could be my dream," she said, as if to herself. "Clear my track!"

"_**Stop!**_"

Pearl turned, as did Electra, and all eyes were suddenly on Rusty, who stood straight, feeling pure fury streak through his frame. A strange sensation etched the back of his throat, residual from the shout that had exploded from his mouth, but Rusty did not care. "I'll take Poppa's place!"

"Good for you," Greaseball drawled.

Rusty turned towards him, and he suddenly felt an urge to remove that smug sneer from the tan face. He had hated that arrogant grin before, but now he absolutely despised it. Still, even in his rage, he knew that brute force would be futile against the muscle-endowed tyrant. There was only one thing that would make that conceited snake stop smiling, one thing that would make him swallow his own medicine and bring him to shame without mercy. "I'm going to race you, _Greaseball_!" he declared, stressing the engine's name.

Greaseball instantly burst out laughing, followed by the other diesels, but Rusty did not care. Greaseball was only part of the problem. His gaze flicked over to Electra, who still had Pearl on his arm. "And I'm going to race you, Electra!" The four components snickered, and Electra sneered. Pearl barely looked at the switcher; her blue eyes remained on the electric, and that only increased the corroded engine's anger. "I'm gonna show you just what steam can do."

There was not even a second of silence. All the engines, save for Poppa, broke into guffaws along with their respective supporters, but Rusty ignored them. He rolled beside Poppa amidst the laughter, and the old steamer looked at him with pride twinkling inside his dark eyes.

"Rusted-Wheels thinks he can keep up with the rolling stock!" Tank snorted.

"Rolling stock? He'll be a laughing stock!" someone else said, but it was hard to tell who. The diesels seemed tickled by it and suddenly took it up as a chant. "_Rolling stock? He'll be a laughing stock! Rolling stock? He'll be a laughing stock!_"

"He hasn't got a chance," another voice said, noticeably female and seeming to come from Electra's cars. However, Rusty tuned the noise out, staring straight ahead with as much dignity as he could muster as the rolling stock began moving again, this time to depart.

Rusty sensed the Rockies encircling him protectively, but Poppa suddenly said, "You boys go get my things and bring them to the coal bunker. I want to look Rusty over again before he enters the big one." Rusty turned and saw that Poppa had managed to get on his feet again. The old steamer was breathing normally once more, though he still looked wearied.

"And we'll get C.B.'s stuff, too," Rocky promised.

"Maybe you should come with us, Poppa," C.B. suggested, and Rusty detected a concerned note in his voice.

"No, no," Poppa shook his head. "I'll just be over there, son," and he gestured towards one of the branching lines which led to the sidings. The other groups had already dispersed, with Greaseball's group going in one direction, and Electra's in another. Poppa turned to Volta, who quickly released her tight hold on Rocky Two's belt and stood with an awkward dignity amidst the men. "Would you like to go with them, Miss?" the old steamer asked.

Rusty saw her eyes flicker towards the direction that Electra's train had gone, and she looked at Poppa coolly, though Rusty detected a note of uncertainty. "If it's all the same, I think I'll stay with you steamers."

"That's fine," Poppa said amiably. "I just thought I'd ask." He turned to the other trucks. "Go on then, boys."

The five men nodded, and, linking together, they skated off towards the coal bunker. Flat-Top had completely disappeared, no doubt to leave with Greaseball.

When they were gone, Poppa returned his attention to the freezer. "If you would give me a moment?"

"Certainly," she replied with a graceful nod and skated towards the branch line. However, Rusty noticed that she did not start down the darkened track but remained at the edge, waiting for her aged partner, who, meanwhile, laid a hand on Rusty's shoulder.

"That's my boy," he said, grinning. "I knew you'd believe." He held out his hand to him, curled into a friendly fist.

Rusty looked at his mentor and hesitated. "Poppa, I have to believe," he said, forcing himself to smile, and he bumped the proffered knuckles with his own.

Poppa's smile widened, and, with a last nod to the switcher, he skated over to Volta.

Rusty sighed. "I have no choice," he added under his breath, watching as Volta hitched onto Poppa. The two rolled down the line and into the semi-darkness of the track.

xxx

"_When your good nights have been said, and you are lying in bed with the covers pulled up tight_…" Rusty remembered Poppa used to sing that little ditty to him when the corroded steamer was still young enough to receive a lullaby. "…_and though you count every sheep, you get the feeling that sleep is going to stay away tonight_…." Poppa would always pause then, and Rusty would feel a strange energy flow through him as if something wonderful and thrilling was going to happen. "_That's when you hear it coming_," the old steamer then would say in a tone that would make the younger both awestruck and excited. "_That's when you hear the humming of the_ - "

Rusty shook his head, pushing back the memory as best as he could. What did it matter? Even if the Starlight was real, would the celestial engine really care about racing? Poppa was sure that winning this race would mean that steam would have a revival, but if the Starlight Express really cared, why now? Why had it not been sooner? Why had he let the steam trains suffer in the first place? Even if Rusty did win, was the Starlight going to make every railroad switch to steam?

But... Rusty was not just racing to win now. Pearl was more important, and he knew that something had happened to her. He had seen her on Greaseball's train before, grinning prettily whenever she was acknowledged by the muscular locomotive, but he had seen her unhitch from the diesel whenever they had passed by a freight truck who stumbled or dropped their wares or needed any other sort of assistance. She would not have gone past an old engine struggling to breathe without at least asking him if he were alright - no matter how much she liked the locomotive she was with.

No, this was Electra's doing - somehow it was, though Rusty did not how it was possible. He had a suspicion that, whatever the reason was, it had something to do with that display earlier when the other rolling stock had closed in around him like star-struck groupies soon after he had arrived.

Though now, in hindsight, Rusty began to wonder if racing was the solution. At the time it had seemed natural to believe that beating Electra would mean Pearl would come back to him, but now that he had time to think clearly, it was unlikely that a racing victory would draw her away from him - not if he really had some weird influence on her.

"What influence?" Rusty berated himself. Electra was just an engine, same as him. He was not some ghost or wizard: he was just a living, breathing AC engine, same as any that could be found in the eastern States.

Still, he could not forget the way Volta looked when Electra rolled in. The black-haired woman may have exposed Electra's lie by proving that she did not have a headache, but what sort of engine was it that made a proud freezer cower between two muscular boxcars like a child? Pearl was up in the clouds over the electric, but Volta had been utterly terrified.

Rusty looked up at the sky somberly. "If you're there, a little help would be welcomed right about now."

The stars merely remained silent.

The steamer sighed. What was the point? Yes, he had believed in the Starlight once, back when he was a lonely little engine who missed his manufacturer. Poppa had come along in his trademark amiability and had taken the younger engine under his wing, not seeming to care that his new charge was a lowly switch engine or that he was already starting to corrode from neglect. In no time at all, Poppa was sharing his faith in the locomotive that traveled the stars.

"No one would be here if it weren't for him," Poppa would say. "He gives the inspiration to the manufacturers, you know, and they create the engines that they imagine, not realizing it was him who gave them the idea. That's why you're special, Rusty. You come directly from the mind of the Starlight Express himself."

Rusty sighed. It had sounded so wonderful, and he had been fascinated. "You can be a part of his train," Poppa had told him. "Even though your feet are still on earth, your soul can be coupled to his train. Then when you die, you'll go to be with him, rolling among the stars forever."

"But does he need another engine?" Rusty had asked - with a shy hope, he remembered.

"Oh, his train has plenty of engines - and coaches and freight trucks and repair trucks from all sorts of countries. It's a long train, but that's okay. He never thinks it's too big, and he's always wanting to add to it."

Rusty remembered that later that night he had asked the Starlight to let him be on his train. The young engine had stared up at the spot of starry sky that the engine shed's window allowed him, on his knees beside his engine bed. "Starlight Express, please answer me yes," his childish prayer had gone. "I don't want you to go."

He had had such hopes back then - hope that he would ride through the stars someday, hope that his rust would go away, hope that he would get to leave the yard eventually as a true mainliner. "Want you to take me away, but bring me back before daylight," he would again and again request, "and in the time between take me to _everywhere_ - but don't abandon me there," he would add quickly with puerile fear. "Just want to say I've been. I believe in you completely."

Rusty shook his head at the memory. "Though I may be dreaming sweetly," he said aloud. Yes, he had believed alright. It had been wonderful to believe. He suddenly had had a friend who would never leave him, someone he could talk to about anything and who promised to do the impossible. In the midst of his misery, he had had actual hope.

"What happened?" Rusty asked, heaving another sigh. "If you are there..." He looked up again. "Starlight Express, why must I guess? Are you real?" he asked helplessly. "Yes or no? If you are..." His mind flicked again to Pearl - devoted to an electric who put terror on his own coach's face - and an overwhelming desperation swept over him. "If you are there, I need you - more than I've ever needed you before. Show me what to do," he pleaded. "Show me which way I should go."

He hung his head. "She – I – Pearl… is important to me, Starlight. Please, help me." Rusty grimaced. Would the Starlight even care about that? What did earthly matters mean to a divine locomotive? "She's innocent in all this," he pleaded. "She's a wonderful girl, Starlight. She's kind and sweet and helpful and… I need to save her."

He raised his head. Poppa always said that the Starlight was loving as well as just. Surely, the Starlight would understand what was happening, and he would know that Pearl was guiltless in all this. He would make _**something**_ happen… wouldn't he?

A thought suddenly entered Rusty's mind, one that made his insides tighten. "Are you even going to answer me?" he asked hoarsely. He stared at the soft lights above him searchingly. He remembered, once, that Poppa had told him that the Midnight Train was so just that he refused even to hear the words spoken to him by wicked rolling stock. Would the Starlight bother with someone who had doubted him for so long? Would he listen to someone who had, at times, resented the very mention of the divine locomotive?

"Don't take it out on her, Starlight," he begged, feeling an odd sensation in his throat. "She – She doesn't have to love me," he whispered. "She doesn't even have to like me. She can... she can be with someone else, but if Electra has done something to her, help me get her away from him."

He paused a moment but then sighed. Did he really expect the Starlight to answer him audibly? A corroded switch engine was hardly special enough to hear some deep voice from above or see lightning or fire rain down from heaven, but... still, he had hoped for _**something**_ to let him know what to do.

"Starlight Express, are you near?" he asked. Did the invisible engine even care? "Starlight Express, answer me yes," he pleaded. "I need you to be here."

The stars remained silent.


	5. Ten Minutes

"This is Control! This is Control!" the business-like voice called from the loudspeakers across the rail yard, causing an echo to reverberate about the sloping hills between which the many tracks lay. The owner of the voice paused for a moment, as if waiting to make sure that he had the undivided attention of his mechanical listeners, before continuing, "Engine substitution! Rusty the steam engine to replace Poppa McCoy in the final! Repeat, Rusty the steam engine to replace Poppa McCoy in the final! Finalists, prepare for uphill course!"

xxx

The Settebello buried his face in his hands as the last echoes of Control's voice faded away. Failure. That was the only word for it. He had failed: his country, his railway, his family - his family. What was he going to tell them? Their future had hinged on this race.

Espresso finally raised his head and glanced down the partly illuminated track toward his destination - the repair shop - but he did not move from his seat on the through-truss bridge's railing. He knew he would have to go, sooner or later, but he could not bear to face the one who would be at the end waiting for him, to look into his eyes and tell him that their family's future was uncertain, thanks to him.

Things did not bode well for the Italian power car since his brother and original race partner had been caught in that landslide. Cuscino was his articulated sibling on their train set of seven back in Italy, and they had always raced together, except for this time. Only yesterday, Cuscino had been almost crushed as mounds of earth came crashing from what should have been a stable cliff face, and the unpowered chair car had not been able to escape. If that red caboose had not been on hand, it would have been the end for Cuscino. After that Control had promised Espresso his pick of the coaches who volunteered for the races out of his own roster, and the power car had chosen the dark-haired beauty, the buffet car clad in a yellow similar to the Settebello paint scheme, but Cuscino's accident proved to be an omen. Espresso had not even won a place in the final. He had come in third, and that was only because the fourth racer, Hashamoto the Shinkansen - who had been meters ahead of the rest - had lost control of his breakneck speed and had sent himself flying head over heels into a ditch, allowing the two finalists to streak past.

His brother would be waiting for him in the repair shop. Though everyone would know now who would be in the last race, Cuscino would be wondering why his own sibling had not yet come in to give him the news in person - but still Espresso could not bring himself to leave the bridge.

What was he going to do?

xxx

"An engine substitution?" Ashley repeated, her blue eyes fixed on the metal speaker above their heads as Control finished his announcement. "Why was there an engine substitution?" She was sitting on a bumper; one hand was on her chest, and her wooden shoulders heaved as she sucked in air, but still the smoking car could muster concern for an old steam engine - and that did nothing to improve Bobo's mood.

However, the TGV power car forced a kind smile on his face and patted the slim, gloved hand in his own. "I think you have more to worry about, _mon chouchou_."

Ashley, however, gave a laugh and straightened her back. "This? I'll be fine in two seconds," she assured him, rubbing her thumb against his black fingers. Bobo knew she was right; three of his sisters were smoking carriages on his train set back home, and he knew that smokers could have brief spells of fatigue after a high-speed run, but still he found himself more and more protective whenever Ashley was concerned.

Beside her, the buffet car, Buffy, gave the roof of the brown smoker's shoulder a gentle pat. She had stopped by to congratulate the racers and had stayed when the spell had begun. "I wouldn't worry too much about it, Ash," the yellow carriage said. "You know Poppa McCoy would interrupt his own funeral if they didn't hold him down in the casket. I bet Rusty and the freight train talked him into sitting out for the last race. Probably promised to listen to another one of his race stories if he'd stay still for five minutes." Her voice was soothing, but her brown eyes did not quite fit the calm tone. "We can check in on him later," she added, which earned a grateful nod from the panting brown carriage.

Bobo kept his grin in place, but behind it he gritted his teeth. Frankly, he had had enough of steam trains to last him a lifetime.

The buffet car suddenly turned to the TGV. "Can you be a dear and get her some aspirin from the repair shop?"

"Of course," he said, rising to his feet, and he released the brown hand. However, on an impulse he bent down and planted a quick kiss on the smoking car's smooth cheek, earning a flash of that adorable smile, and he set off.

"He's a keeper," he heard Buffy say, and then he was out of earshot.

xxx

Alone now, Bobo clenched his fists as he sped along the track, following the electric lines of the overhanging wires. Tonight ought to have been going swimmingly: he had earned a coveted place in the final despite the cutthroat competition he had faced, and he had a beautiful coach racing with him, a coach to whom he had grown quite attached over the past year. He was the pride of France, and he was about to earn - _deserved_ to earn his title of world champion while putting that diesel locomotive in his place at long last. Indeed, tonight would have been perfect - except for one thing.

The orange power car smacked a passing electrical pole. Pain shot through his hand as metal struck metal, but Bobo was too infuriated to care. Second place to a steam train - a steam train! An old, crusty and dusty steam train who was probably senile to boot. How could this happen? **He** was a TGV - _Train à Grande Vitesse_! His brethren had set a world speed record three years ago. Bobo himself had come in second in last year's race, but only because Greaseball had pulled an underhanded move and had escaped disqualification on a technicality. It had been bad enough to lose to that diesel locomotive for the past two years in a row, but to be outdone by a relic! The press in France would have a field day once wind of this got home. His only hope to live this down was to leave the rest of the competition in his dust - and, frankly, he was glad that Poppa McCoy could only find that slow switch engine, Rusty, to replace him.

He hopped over the metal frog of the track, switching lines, and here the rails began to curve to the left. Bobo knew the maintenance shed was just on the other side of that ditch up ahead. The trussed bridge had just come into view from behind the line of trees when Bobo saw something that made him slow. A figure was leaning against the safety rail in the middle of the steel truss bridge, arms crossed and face in his hand. The man was clad in yellow, which at first made Bobo think of the livery of Union Pacific rolling stock, and he tensed. For a brief moment, the TGV considered turning around and trying a different route, but he relaxed when he saw that the train was not a diesel, or even a locomotive. In fact, he recognized this piece of rolling stock.

The TGV pressed on, and as he neared, the yellow man suddenly looked up, and despite the hollow look in his eyes, he gave the TGV a polite nod. "_Bonsoir, Monsieur Bobo._"

The TGV's mouth twitched to hear his native tongue in an Italian accent, and he returned the nod. "_Buonasera, Signore Espresso_," he replied to the Settebello, exhausting almost the entire extent of his Italian vocabulary in that single greeting. "Not to be rude," the TGV said, "but I have to pick something up at the repair shop."

An odd expression crossed the Settebello's face. "I'm headed that way as well," Espresso said, glancing down the line, but he made no effort to move.

That was right. Espresso's brother had been caught in that accident just the day before. Despite his errand, Bobo came to a stop and gave the Settebello an encouraging smile. "The repair shop here is good, _signore_," Bobo assured him. "My sister lost her wheels last year, but they did a good job fixing her.' His carriage sister, Roulette, had come with him as his race partner, but she had been damaged in a tunnel collision mere hours before their elimination heat. Thankfully, a caboose had been able to help her to the repair shop where she had only had to stay overnight - that was how he first met Ashley, actually. The smoking car had stepped in to replace Roulette. "Your brother will be fine," Bobo added.

Espresso made a noise, much like a scoff. He suddenly looked at the TGV, and that strange expression increased. "How long have you been in service, _monsieur_?"

Bobo quirked an eyebrow. "Three."

"It's a good age to be," the yellow car said with a wry smile. "Enjoy it while you can, my boy. It'll be gone before you know it."

Bobo paused. Ordinarily, he would have excused himself and pressed on, but Espresso was one of the few racers in the world championship to have earned his respect. Like Bobo, the Italian man was a power car on an electric-multiple-unit train set - the American rolling stock erroneously called them both engines - and the Settebello's conduct on the track was among the more honorable Bobo had ever seen. "Is something wrong, _signore_?" he ventured.

Espresso barked a laugh. "From one power car to another," he said, "take every opportunity to prove yourself, Bobo. One day you may find yourself replaced by some brand new **_locomotive_** while your family is shuffled off to some lesser line because of age."

Bobo blinked, truly surprised. "How can that be?" he asked. "You aren't that old."

Espresso snorted. "You're a good liar, but I thank you. No, I have been in service for thirty-one years, my boy," he told him, running his fingers through his black hair; the Settebello must have an excellent maintenance crew back in Italy. "I began life as a luxury train, and I served my railways to the best of my abilities. I represented my country in the world race for years, always making it to the final, but how am I repaid? Am I retired to comfort? No, I am moved to a smaller line because my equipment is 'too old,' and my family is given the boot while some upstart locomotive takes over the Rome-to-Milan Express."

"What can a locomotive do that an EMU can't?" Bobo demanded.

"My thoughts as well, _monsieur_, but Colosseo will be in, and Espresso will be out." The older man sighed. "I had hoped that if I could make it to the last race - but there's no point thinking of it now. So, as a power car, watch your back." Espresso suddenly shook his head. "I'm sorry, _mon ami_," he said. "Here, I am, talking your ear off, and you were heading somewhere?"

Bobo quickly nodded. "_Buonanotte_," he said and took off, feeling odd.

After he had gone a little ways, he glanced over his shoulder again, but Espresso had once more buried his face in his hand. The TGV felt his fingers curl into fists. The indignity of it all! Espresso was the champion racer of Italy and had been for years. Bobo had stopped to watch the first heat earlier that night in order to check out the competition, and he had seen how Greaseball had mercilessly attacked the Settebello, even knocking him from the electrical wires. Electra, the new engine, had shocked the Settebello a few times as well with his electricity. Both engines had placed in the final, and Espresso had rolled off into the night. At the time Bobo had thought nothing of it, yet here Espresso was, disqualified from achieving his goal thanks to two cheating locomotives. Meanwhile, some out-of-date steam engine who could not even complete his chores was handed a place in the final on a silver platter -

Bobo stopped in his tracks with a screech of his brakes, a new thought forming. **_Yes_**, it was not fair. It was not fair indeed. In fact, the only fair thing to do would be -

He spun around and jogged back to the crestfallen Settebello. "One thing, _signore_," he said. "Do you have the time?"

Espresso raised his head again and for a moment stared at him, unblinking. Then slowly he fished a black hand into a compartment and drew out a watch. "About ten minutes until race time," he said.

It was a long shot, but it might work. If a diesel locomotive could win on a technicality, why couldn't a Settebello use one to save his train set? "Espresso," the TGV said, feeling a grin spread across his face, "I believe I have a way that will help us both."

xxx

There were only ten minutes to go until race time, and Greaseball found himself facing a tough choice. Which pretty thing would be the lucky carriage to fill the sudden vacancy for his partner?

Greaseball slicked back his hair, eyeing the two sets of wheels before him. The rest of the gang were going about their pre-race duties, and from his position on the low hill, Greaseball could see two cute black-and-white figures maneuvering around them, along with the other volunteers, handing out complimentary bottles of water and cans of oil to the workers. That second-class sleeper and her third-class cousin - what were their names again? - were recent additions to Control's roster, and while not luxurious, Greaseball found them both enjoyably easy on the eyes, and neither was slow to coo at the merest flex of the champion's well-toned biceps. It would take little effort to convince one of them to ride behind him, but he had to think of how he wanted to play it: after taking one in the race, he might choose to take the other on a private ride later on. So, which would it be? Blonde or brunette? The second-class was the better dressed of the two and was upholstered with long, light curls that Greaseball liked, but that third-class carriage had a shorter skirt that showed off her nice legs...

"Hey, shouldn't you get going, Grease?" said a voice at his side, cutting into his thoughts. "There ain't much time left."

Greaseball barely glanced at the newcomer. "Hey, brick boy. Where did you run off to?"

In the side of his vision, he saw Flat-Top hold up a block which he had personally crafted from several bricks - the truck's prized possession. "Target practice," was the reply. "Want that I should get Dinah for you?"

The diesel shook his head. "No, Dinah is going to be on the sidelines for this one, kid."

"Is she sick or something?"

Greaseball gave a careless shrug, admiring the way the second-class carriage glided gracefully along the rails. "She was cramping my style, so I disconnected."

The flat car jerked a little, causing the bricks on his shoulder to rattle. "Just like that?" he asked, incredulous. "I mean, you guys have been together forever."

"Please," Greaseball snorted, finally turning to the brick truck. "One thing you'll learn when you're older, half pint, is that an express train don't pull just one coach." The locomotive kept an indifferent tone, but in truth, ditching Dinah had been an unforeseen setback. The diesel had taken the dining car with him into many a race, and despite her frills and ditzy demeanor, she was pretty useful. She was a good racer, and the crowd ate up their "romance on the railroad." Control had even declared them the perfect couple. However, Greaseball was not about to throw away his racing career on a coach that did not know when to keep her mouth shut: she had no one to blame but herself. "This diesel engine goes from station to station any way he pleases," the locomotive finished, slicking back his well-greased hair.

"Good riddance then," Flat-Top stated, crossing his arms. He was always quick to agree with the champion in anything. "She thought she was so smart. Anyway," he added, taking on a companionable tone, "looks like you'll need somebody to go with you into the final then."

"I already have my eye on a few cars," the diesel said, nodding towards the sleepers. At least dumping Dinah gave him the perfect excuse to see how well that third-class sleeper's nicely crafted legs held up on the race course. Or maybe her cousin's...

Flat-Top, however, scowled. "A **_coach_**?"

"Well, I wouldn't say no to a freight girl," Greaseball returned with a smirk.

The brick truck looked disgusted. "I can't see why you engines would want some sissy girl behind you when the other racers are gonna be hitting them from every side." He rolled his eyes. "Coaches are all like, 'Oh, I broke a nail! Better uncouple now!' and bam! You're disqualified thirty seconds later. You ought to take a truck you can trust."

"But I don't trust any trucks."

"I'm serious, Grease," the truck retorted, his scowl deepening. "A girl ain't gonna have your back when a fight breaks out. Now, a guy like me," and he jerked a thumb toward himself, very self-satisfied, "carries around a lot of weight for a living, **_and_** I can take a few punches." For years Flat-Top had been trying to get into the race, Earlier that night, when the race partners had been busy hitching and switching, the flat car had vied hard for the chance to get picked, but the other engines had not been interested, most too distracted with the feminine wheelsets available. The truck had even tried to approach Ashley's guy, Bobo the French train, only to be shoved aside by the smoking car. "I'll be more help than some wooden sleeper," the kid insisted. "I mean, that new guy can shoot electricity!"

"Been there, done that," the diesel dismissed. He had already competed against Electra in the first heat, and the electric engine had tried to shock the champion as they had crossed the mechanical bridge: Electra had managed to pull ahead of Greaseball by a few legs; the diesel had been about to throw a well-aimed punch at the couplers that connected the AC engine to Pearl when Electra had suddenly twisted around, and sparks of yellow electricity had shot from his hands. However, the diesel engine had swerved to the side in time, resulting in Espresso the Settebello receiving the full force. Dodging Electra was not an issue.

However, Greaseball had to admit that Flat-Top had a point. The electric upstart, despite all his paint and that ridiculous hairstyle, was liable to be an annoyance once again. Not that Greaseball would admit it aloud, but there was no denying that the newcomer was an experienced racer. Electra had streaked ahead of Greaseball a few times, and he had dropped the two National racers with his electricity - and Control had not masked his awe at that cheap trick. Despite all the expert blows the champion had delivered, and despite his twenty-seven hundred horsepower, the trial had finished in a tie - and that was not going to be repeated. Greaseball knew he would need a strategy to take care of that over-painted freak, but Flat-Top was not the person who could help him in that area - that role belonged to a different truck.

Still, to humor him, Greaseball slung an arm around the flat car's brick-laden shoulders. "I'll tell you what, half-pint. If for some unforeseen reason I can't get one of those cute little ladies over there on my couplers, you'll be the first truck I talk to."

The flat car's grimy face brightened. "You won't regret it, Grease!"

_Don't hold your breath, kid._ Greaseball pointed toward the two beauties who were finishing their work. "Now, boy, which should be the lucky girl to - "

It was at that moment that Control's voice exploded from the sound system. "Control! Control! Stand by for an important announcement!" A scoff escaped the brick truck's lips. The yard owner paused a few moments before saying: "There will be a fifteen minute delay for an examination of the rule book! Repeat, there will be a fifteen minute delay!"

"Since when did he ever look at the rule book?" Flat-Top said.

Greaseball, meanwhile, glanced again at the sleepers. The girls and the rest of the volunteers had finished with their task and were packing up now. Some of the gang blasted their horns at the ladies, but no one stopped in their duties to help them. The carriages hitched up to their switcher escort, Smuts or whatever, and started toward the main yard - right where Greaseball wanted to go. "Come on, Short Stack," he said. "You're gonna see how a real man gets a coach." Flat-Top barely had time to grab the engine's couplers before the diesel started off, following the rails that led under the viaduct bridge and into the main yard.

xxx

"Ready to go?" Rusty asked. He tried to keep his voice even, but it still managed to end in a squeak.

If Volta noticed, she gave no indication. "As ready as I'll ever be," she replied dryly and rose from her bumper, taking Rusty's proffered holdings as if she were a queen ready for a parade among her subjects - but Rusty noticed that she grabbed each loop with just two fingers, careful to avoid the rusted patches that had long found their way onto the once black iron.

_It's her, or it's no one_, he reminded himself as he strapped on his corroded racing helmet and started off.

"Good luck, Rusty!" Dustin called after him. The Rockies were still out getting supplies for C.B., who had shut himself in the nearby shed with his patient, and it was just the hopper now sitting under the lamp post outside the coal bunker. Rusty was privately glad that there would be someone to greet Poppa when the old engine finally emerged. He gave the hopper a wave and pressed on.

Though he was still in the sidings, the cupola of the passenger station in the main yard had already come into view, peeking above the dark tree line, and Rusty could just make out the big, illuminated clock, and though he had just checked the time on Dustin's watch, his stomach still tightened as he caught sight of the black hands on the bright face. Ten minutes. Ten minutes until the race - and ten minutes to figure out a way to get Pearl away from Electra.

And he had not the slightest inkling how to do it.

A familiar click drew him out of his thoughts, and he once more heard a hum from the woman behind him. Volta had not said much since the earlier fiasco. After C.B. had shown up, toolbox in hand, and had escorted Poppa into the nearby shed for examination, she had retired to a bumper at the end of the track and sat with a bored expression, a nigh literal pillar of ice.

Rusty had tried to talk to her once as they had waited. Butterflies - no, full-fledged eagles had been tearing through his insides as he had paced outside the shed, struggling to beat down the rise of thoughts that had threatened to overwhelm him: chief among them concern for Poppa and frustration over plan after fruitless plan to rescue Pearl. Seeking some kind of distraction, he had rolled over to the freezer and cleared his dry throat. Though no one had said anything further about racing or partners, there had seemed to have been some unspoken agreement now that they would be going into the last race together, and he had hoped that she was still willing to help him. "When you came here earlier," he had started, wincing as his voice cracked, "you - you had said that you could help. That you knew some drawbacks to electricity, I mean."

"There are no drawbacks," she had replied, blowing lightly on her well-polished nails. "Electricity is perfect." His face must have had fallen because a trace of smirk had appeared on her blue lips that Rusty had not been sure he liked. "That was a quip."

"Well?"

Volta had laced her fingers. "You have seen Electra's performance," she had said in a matter-of-fact tone. "He is an advanced superstar racer who has competed across the globe. He was designed specifically to race, and his only purpose in life is to race, and he is good at it."

"If that's your idea of encouragement, I'd hate to see you on a crisis hotline."

"I am merely stating the facts," the freezer had returned. "It will be difficult to outrun him, but he is not perfect. Modern electric are outfitted with a battery to allow them temporary departures from their current. This is why they do not instantly shut down when they are off electric lines, but it takes forever to recharge, and Electra has had plenty of opportunities to drain his battery tonight," and here her face had taken on an expression Rusty could not read. "It's not much, but with the right application, it can make a difference. Someone in your... condition might be able to come up behind him and knock him hard enough to disconnect him from the catenary. It won't stop him, but it will slow him down - more so if you can send him over a safety rail," she had finished.

A nasty image of Electra and Pearl plummeting head-first into a ditch had flashed across Rusty's mind then, and he had shaken his head. "That's playing dirty."

"That's doing what is necessary."

However, Rusty had been adamant on that point. For year after year he had watched the racers duke it out on the track, and as a switch engine he had hauled many an injured engine and car to the repair shop afterward. Rusty had long ago resolved in his mind that he would prove to the rest of the racers that he could win without resorting to underhanded moves - no matter how wary he was of the competition. "Sorry, Volta, but this year there's gonna be a champion with a clean pair of wheels."

"Good luck with that," Volta had responded, and that had been the end of it.

Now, they were nearing the illuminated tracks of the uphill course, heading to the last race. Rusty sucked in air, hoping it would cause his flame to flare up, but if there was any change, it was minuscule.

Seven minutes.

Despite the churning of his interior, Rusty suddenly noticed that a third icy finger on each of his partner's hands had found its way around his couplers. Far too soon the tunnel to the starting gate came into view. The steamer pressed forward, but before he could reach the mouth of the tunnel, two familiar figures suddenly emerged from it.

Rusty slowed."Trax?"

The twin track marshals nodded a greeting in unison. The men were switch engines, and Rusty often worked alongside them in the classification yard. The brothers were mostly identical, albeit Trax Two had a slightly rounder face thanks to the snack cakes he was constantly buying off buffet cars, but as the steam engine approached, Rusty suddenly noticed that they both wore strained smiles.

Trax Two was the first to speak. "Fancy seeing you here, steamer," he said companionably.

"Well, I am a finalist," Rusty replied. He could not help but notice the two were standing abreast, trying to look casual - and noticeably blocking his path. "There was sorta an announcement on the speakers if you didn't hear."

"We did," the elder twin returned, but his fixed smile faltered, and he cleared his throat. "Hey, can we talk to you a minute?" Trax One asked, gesturing towards the back tracks.

Rusty did not move. "Why?"

"Can't a few friends talk without a 'why' involved?" Trax Two returned for his brother, but the ease in his voice did not quite reach his eyes. "Real quick. Let's talk." He slapped Rusty on the shoulder - right on a rust patch - but even as the steamer winced, Rusty felt Volta release his holdings. She moved to stand beside her partner, and to his surprise her icy hands suddenly snaked around his arm - rather possessively, he thought.

"Not to be rude, _switch engine_," she said, stressing the last words as if she were speaking to the hired help, "but the locomotive has a more pressing engagement."

The encouraging expressions vanished, and both pairs of identical eyebrows quirked. "The locomotive - "

"What's going on, Trax?" Rusty said quickly, stepping away from the freezer as he turned to the elder twin.

Trax One glanced over his shoulder - and Rusty followed his gaze right to the control tower, where the rail yard's owner resided - and the diesel switcher leaned forward. "Look, we don't have a lot of time, and we thought you'd want to hear it from us first, but you can't make a scene. We were over in the main yard when we saw that Italian guy with the French train, and they were telling Control that - "

However, before the man could say anything further, their employer's voice suddenly blared out of the speakers above their heads, cutting him off. "Control! Control! Stand by for an important announcement!"

Rusty froze.

Control continued: "There will be a fifteen minute delay for an examination of the rule book! Repeat, there will be a fifteen minute delay!"

Silence fell, and Rusty felt the water in his boiler increased in pressure, causing his pistons to shake. He turned to the elder twin, looking him straight in the eyes. "What's he talking about, Trax?"

The man heaved a sigh. "Rusty, maybe you want to sit down."

xxx

One, two, and... there! He was in.

Electra shifted from one camera to another as image after image of tracks, trestles and truss fixtures from varying angles flooded his mind. Having already hacked into the computer system once in order to maneuver the mechanical bridge for his big entrance, it took little effort now for the AC engine to gain access to the security feed.

He ignored cameras aimed at the electrified track, focusing only on the routes taken by the diesels and, by extension, Volta's new steamer. He tried to guess which line the smoke-spewing locomotive might have gone down, but the would-be racer did not seem to have had an official track assigned to him. Wherever they were, it seemed that Electra's plan to grab Volta would have to be postponed until she moved closer to the catenary lines. With his battery level this drained, it would be impossible to leave the electric track, apprehend the freezer, and bring her back before he shut down.

It would have to be during the race, Electra decided. That would be the prime opportunity to catch the defiant Volta. All he needed to do was take care of that compilation of rusted parts; Electra could send that skinny steamer crashing face first into the track - it probably would not need more than one shock of electricity - and then it would not matter if Volta remained with her steam engine while the repair trucks collected him or attempted to flee. Electra would have Wrench and Krupp in place, and in the commotion of the spectators, no one would notice if there happened to be a struggle, and - But no, he told himself, mentally cursing the freezer. He could not move Wrench, and Krupp had to be on hand. Each component had a role to play that night, and it was crucial for all to be in position.

Electra felt his arm twitch, but even as he fumed, a blonde head nestled against his shoulder, and he forced himself to push down his anger for the moment. Keeping the camera connection open, the AC engine looked down at his companion and smiled as slim arms wrapped themselves around his waist. "Careful how you touch me, coach," he warned even as his hand found her back. "You might get a shock you're not ready for."

"I'll risk it," she replied, her blue eyes shining with pure adoration.

Despite his frustration, Electra had to bite his cheek to keep from laughing. At least this part of the night had promise. He rested his free hand against her soft cheek and caressed her lips with his thumb, but he did not lean in. At this stage her mind would melt with sheer pleasure, rendering her utterly useless for the last race. But afterwards...

His fingers traveled to her hair. "You know, Pearl," he said slowly, stroking the curled tresses, "in ten minutes we'll be standing at the starting gate together. You will soon be the coach of the new champion." That sweet, little smile widened. "I wouldn't have a shot at this race without you," he continued, "and I think I finally know how to show my gratitude."

"This is enough," she returned with a content sigh.

"But I want to do more," he insisted, brushing away her blonde bangs. Though Pearl was mesmerized now, Electra still had to tread carefully with his words. Every piece of rolling stock was different, even in the magnetized stupor. A mere suggestion could be a declaration of love to one but could yet send another flying down the rails like an animal on fire. "Do you think I might have the honor of having you as my guest at a little party I'm throwing afterwards?" he asked. "It'll be a small affair: you, me, and my components in my hotel room. It's my way of saying thank you to everyone who helped."

"Of course, I'll be there!" she beamed. Electra smiled and brought her hand to his lips, kissing each pink wheel in turn, and she leaned against his shoulder compartmnet again. The race could not be over fast enough.

Electra allowed his fingers to glide through her locks once more - and snapped to attention as a new movement glided past the security cameras. Ah! There was his freezer now, riding behind that rusted contraption as they rolled out of a branch of ill-kept track. Control must not have thought there was anything worth stealing back there because that went past the edge of the line of cameras. The steamer was obviously heading to the race track early, and before long he was in the closed-off area for racers. As Electra watched, two track marshals suddenly appeared, and there was a discussion between both pairs. The AC engine could not tell what they were discussing, but neither Volta nor the steamer seemed happy about it. The freezer unhitched from the rusted man only to take his arm, and Electra inwardly snickered at the look of hesitant disgust that flickered across her white countenance. The track marshals seemed intent on something, and one leaned forward, fervent, and -

"Control! Control! Stand by for an important announcement!" Electra jerked, and Pearl let out a cry, her body suddenly contorting in a spasm, and she dropped to her knees. "There will be a fifteen minute delay for an examination of the rule book! Repeat, there will be a fifteen minute delay!"

Electra took the coach's hands. "I told you to watch how you touch me," he said, helping her to regain her wheels.

"That was a charge!" she gasped, clutching her chest as she used his muscular arm for support, but the engine could tell she would be alright. Electra gave her legs a quick glance. Good. Her paint had not been scuffed before the race.

Meanwhile, things were not over with the steamer. The rusted engine stamped his foot, obviously angered, but his fury could barely rival that of the freezer, who looked close to strangling the marshal. The steamer jerked a hand, and Volta re-hitched as her engine broke into a run. Even as the locomotive sprinted, he pointed down the track he had come, saying something, and one of the marshals nodded and started down the line. The other marshal sped behind the racer, and as Electra switched cameras, he saw that they were heading to the control tower.

Electra smiled at Pearl. "Fifteen minutes? Well, I can't allow a lady to be bored hanging around here all that time with nothing to do."

She slid a white finger across the metal of his chest. "I don't mind."

Electra gave a careless laugh, taking a step back. "What would you think of giving me a little tour of the rail yard?" he asked. "I have watched the world championship ever since I rolled out of the factory and have always been curious about this line."

Her smile faltered, but she nodded, eager to please. "Of course, Electra."

"Let's start in the main yard," he suggested, maneuvering her hands to his couplings. As he started off, he quickly sent a message via his computer to his components, telling them where to meet him, and picked up speed.

xxx

"Wonder what that's about?" Buffy mused as Control's voice faded away.

Ashley leaned against the vertical beams of the truss structure, drumming her fingers on the cool metal. First, an engine substitution, and now a delay? Her ears perked at a clinking sound, and it was then that she realized that her wheels were tapping against the rail. George Pullman, she needed a smoke. "I wonder what's taking Bobo so long," the brown carriage said as she withdrew a cigarette from her compartment.

A knowing, almost mischievous, smile spread across Buffy's face. "Miss him already?"

"Well, he does have my aspirin," the smoker joked before drawing in a breath of smoke, and the tight feeling in her interior cabin lessened.

The buffet car chuckled. "Sooo, you and the French train," she said with a singsong voice. "This time next week you could be dancing together in Paris." After last year's race, when Ashley had stepped in for Bobo's injured sister, the two had clicked as a couple. Unlike other guys she had dated, Bobo did not try to "cure" her of her habit - some of his sisters on his train set were even smoking carriages - and he had not once mentioned the decades of difference between their ages. After the TGV returned to France, they had started writing each other. A few months ago Bobo had asked her to be his race partner again, and he made the point of informing her that if he won, he would go on a victory tour across France, and he would be honored if his sweet _chouchou_ would be at his side to celebrate - and the invitation still stood even if Bobo did not win.

"Now, I really wish my engine won the heat," Buffy sighed wistfully. "I think Espresso would have been appreciative enough to take me to Italy. Well, if you do change your mind, I'll be happy to go in your place, Ash," she added, but Ashley knew the buffet car was rooting for the relationship. Buffy was a romantic to the core and was intrigued even when love bloomed in the freight yard.

Ashley gave her a grin, but it felt halfhearted, even to her, and she quickly turned toward the ascending string of lights in the distance that marked the final race track - the uphill course. Even the seasoned mainline engines found the slopes taxing. Despite the cigarette in her hand, that tightening sensation returned to the smoker's cabin. "Not long now," she said aloud after a long puff.

"You'll both be fine," Buffy assured her. "I mean, I wouldn't hold out hope for Bobo beating Greaseball, but that just means you get comfort him later on."

Ashley laughed, but it did not relieve her internal tension - she hated that. She had always prided herself on keeping a laid-back attitude regardless of what life threw at her. She had outlived most of her family and had watched the smoking-car population dwindle into obsolescence. She had been transported from one track to another over the many years, finally bought and placed on the heritage line annexed to Control's main railroad. Still, she could always just light up another cigarette and enjoy living. She was now preparing to start yet another chapter of her life, a life that involved a young, handsome Frenchman whose passion was to take her overseas so that his family could finally meet the woman with whom he had been corresponding for a year - but was it wrong to admit that her mind was not on Bobo right now? That her thoughts were with a certain rusted switch engine instead?

_Why do you have to be such an idiot?_ she fumed. For months, she had tried to talk the steamer out of racing, and when he had failed to show up for both heats, it had seemed that Rusty had finally taken her advice. However, the announcement of the engine substitution had reawakened her former concerns, and she found herself wishing the night was already over. Rusty would not be the toughest engine in the upcoming race, and she knew the rust patches that riddled his body gave him constant discomfort and ached at times. Even if the rusted engine did not hurt himself, he was still sure to be humiliated before a worldwide audience.

Ashley turned to Buffy as she extinguished her cigarette. "Hey, since we have time, do you want to go see how -"

"Well, look who's here!" Buffy suddenly said and waved down the track.

Ashley looked as well and found herself smiling as she spotted the orange form of her race partner approaching. _He looks so cute with that beret._ However, she noticed he was not alone. A yellow figure was riding the rails abreast with him. Ashley squinted. "Isn't that - "

"Espresso!" Buffy greeted the Italian train, rolling forward, and she grabbed his arm with a coquettish smile. "Did you come all this way to see me, you darling?"

Espresso had a grin on his painted face as if Christmas had come early. "I have the most wonderful news, Buffy!" he cried, pressing her smaller hands in his. "You shall be a coach in the final tonight!"

Both carriages started, staring. Buffy recovered first. "How can that be, sugar?" she asked with a sweet smile. "You didn't place in your heat, and the race is filled up."

The Italian man gave a happy laugh. "Well, there may be a loophole to let me, and Monsieur Bobo has helped me convince Control to hear my case."

Ashley shot a look at her partner. "Oh, really?" she said quickly to the Settebello. "So, you would be taking the place of one of the finalists?"

"Yes, it is good news for Signore Espresso," Bobo affirmed with a mysterious smile, rather like a smirk. He wrapped an arm around his carriage's wooden shoulders and gave her a soft squeeze. "Control is making his decision as we speak, but I am confident that my worthy opponent shall be with us tonight - but don't think I shall go easy on you, _signore_," he added with a companionable laugh.

Espresso was a proud, passionate man, but now he seemed close to joyful tears."Come, come!" he charged his partner, pulling the brown-and-yellow carriage along. Buffy's brown eyes were wide, but she recovered her composure and hitched onto the Settebello. Impulsively, Ashley broke free of the TGV"s affectionate embrace and grabbed onto the buffet car's couplers, causing Bobo to raise a pencil-thin eyebrow, but he too set off down the track with them.

xxx

A/N: So, that was the long awaited Chapter 5. What did you like? What didn't you like? What would you do different? How well does Chapter 4 flow into Chapter 5? Let me know in your reviews!

*Notes on the Text

Special thanks to Belle Pullman for sharing her observations on Bobo's and Espresso's respective behaviors in the London and Bochum shows. Bobo's prior relationship with Ashley was based on her other statements about the two seeming to know each other already in the London production.

_"...but Colosseo will be in, and Espresso will be out."_ - Colosseo is not an OC. The Settebello entered service in 1953 for the Italian State Railways and became part of Trans Europ Express (TEE) in 1974. In 1984 (the same year Starlight Express premiered) the electric engine, Colosseum (Colosseo), and some carriages replaced the Settebello rolling stock as TEE's Rome-to-Milan Express. (Source: Wikipedia articles for "Settebello", "FS Class ETR 300", and "Colosseum (train)".)

2nd- and 3rd-class sleepers - I did not create these characters either. They were from the original London production. They were unnamed, appeared in "Pumping Iron" and were played by the actresses for Joule and Volta, respectively.

Flat-Top and Bobo - Some viewers who had seen the London revamp, such as Dyanarosejl and Belle Pullman, have mentioned that in the brief section of the show between "Coda of Freight" and "Crazy", one could see the race partners hitching up in the background. Flat-Top tries to pair up with Bobo, only for Ashley to shove him aside. So, I did not make that up.


	6. Race You

Rusty plowed away from the tower with the freezer in tow, his arms pumping furiously. "'Get lost'!" Rusty spat, echoing his employer's words as a steady of stream of lampposts whizzed past him. "I've worked in this yard most of my life, and he just tells me to 'get lost'!" He was used to being bossed around by the reclusive tycoon - the switch engine could be told to do anything from taking carriages to be cleaned to bagging litter on the branch lines, all while juggling twenty other jobs - but he had hoped for a little decency tonight of all nights. Yet no amount of pleas would convince Control to hear him out or tell him the full extent of what was going on. He had just deemed it "Nunya, Rusty," and had had Trax One escort them away. Rusty exhaled through his teeth - once again cast aside like a discarded toy.

Volta coughed behind him. "Well, adding to the pollution problem will hardly impress him," she said, and he felt a rap on his race helmet, which was emitting a stream of smoke from his chimney. "Maybe you should cool your fire for now."

Rusty glared over his shoulder. "I'm sorry that some of us are not as green as others, but will you take this seriously?"

"I am, steam train," she said coolly, obviously trying to give him a stern stare despite her watery eyes. "They can't do that to McCoy - not after the risk he took - but a two-bit little chug engine with no fashion sense is not going to win over a luxury train if you prove yourself to be a health hazard."

Rusty gritted his teeth. "Pretty fancy talk for a truck making diesel fumes," he retorted, but as soon as he said it, he regretted his words. Immediately, the cool fingers released his couplings, removing her weight from his belt, and Rusty quickly braked with a tomahawk to face her.

He opened his mouth to apologize, but she cut him off. "Don't compare me to you, steamer," she snapped, her brown eyes hard with a cold fury. "If you ever say that again - " but he did not find out what she would have said next.

"**_Rusty!_**"

The brown-haired locomotive whirled around to see an aging green engine that could only be Poppa rolling over a partially illuminated hill. Despite his labored going, the freight trucks and the diesel switch engine tailing him had to jog to stay close behind. "What's this I hear?" Poppa demanded, swerving to a stop in front of the younger locomotive.

Rusty shot a glare at Trax Two. "I told you to tell him so that he would know what's happening, not for him to actually _come_."

"You try stopping that old guy!" the diesel switcher retorted, looping his train around the steam engines until he finally slowed to a halt. "Now, I have to get back to duty," he said, addressing the rusted racer. "As a marshal, I have to remain impartial on this, but if you want any luck with Control, Pops," he added, rounding on the older engine with an expression decidedly different from his normal easy-going demeanor, "don't make a scene!" The trucks quickly unhitched as switch engine sprinted off, and suddenly Rusty was surrounded by rolling stock on all sides.

Poppa waved a metal hand in his student's face, making the younger look him the eye. "What have you heard, boy?"

Rusty jerked a thumb over his shoulder. "I tried talking to Control about it," he said, "but all he would say was that there were some 'good arguments' made about another train racing, and that other train is the Settebello. But I got it, Poppa," he added quickly. "You find a place to rest."

However, Poppa was not so easily braked. "C'mon, boy!" the older man charged, starting toward the control tower.

Rusty grabbed his arm, shaking his head. "Poppa, your boiler can't be that warm yet. You need to go back to the shed and rest - "

"C'mon, boy!" He shrugged the younger's hand away and started off, albeit with unsteady strides, pumping his aged arms as he went. The Rockies wasted no time hitching on to the vehement engine, moving their legs in sync with his - but Rusty noticed that they were not so much riding along but helping to push the man forward - and Dustin and Volta were not far behind.

Rusty was about to move, but a movement of red caught his eye, and he turned to see C.B. still beside him. "Well, isn't this a pickle?" the caboose said with a weary sigh, cracking his knuckles. What sounded like genuine concern laced his voice, but Rusty could not help but notice that there was something off with that friendly face as the sides of the truck's mouth twitched upward into an encouraging grin. "But I'm sure Poppa will give his all for you. You know how he gets when he's fired up - even when he doesn't have much of a flame to begin with."

Rusty found himself swallowing. "C.B.," he said, his voice sounding pleading even to his own ears, "I honestly didn't think he'd come out here."

The caboose's smile remained. "Yes, well, it's good to know that Poppa will be there for all the battles we can't fight ourselves," he said sweetly before he turned on his wheels and started down the track.

xxx

One good thing about riding behind Electra was that Pearl did not have to stop looking at him. She could admire the glitter of his Mohawk, the shine of his metal, the move and pull of his muscles without anything barring her vision. Every moment could be captured and committed to memory. _He's the one! He's the one!_ her heart cried. How could she have ever wanted, ever loved, any vehicle that was not him? The nights she had spent envisioning her dream train - that steamer with a whistle that expressed all the love that one man could feel toward a carriage - suddenly seemed a waste since they had not included this engine before her.

_Much better than Rusty_, she thought as the bright lights of the main yard came into view - and she felt the sudden strike of a grim chord within her heart's melody. Somehow, even the time she spent with Rusty seemed trivial next to these brief moments with Electra. She and Rusty had agreed to their "just friends" date ages ago. The steam engine needed a partner, and Pearl wanted to race. At that time, everything was simple between the two. Yet as they had trained together, got to know each other better, something shifted. That friendly gleam of the engine's blue eyes began to hold something more, something deeper, and Pearl had begun to notice that she looked forward more and more to their practices. Even standing still beside him made butterflies flutter within her just as often as when they reached full speed.

And then Electra had come into the picture. Pearl had never felt more torn between two desires than she had felt then. Rusty disapproved, of course. "You fell for the posing! You fell for the star!" he had accused her, but Pearl had sent him away as she tried to make sense of things.

Yet Electra had come back for her. Electra wanted her. Mere minutes before race time, the electric had rolled in to collect her and had stroked her cheek, sending a shiver through her frame while still warming her to her core - but Rusty had not shown up. Despite his protests, he had not bothered to make one last effort for her. He must not have really cared that way after all.

xxx

"I am sorry, but a lotta good points have been made, Poppa," Control said calmly, his voice coming out of the single speaker attached to his tower.

Rusty saw Poppa's brow furrowed further as if he were trying to stare down the tinted windows of the brick building. "When your daddy ran this yard, he might not have had a big, thick rule book, but he followed what rules he had. I won. I named a substitute. That's always been the rule. That's what fair."

"And Poppa nearly killed himself," Rocky One firmly chimed in beside Rusty, causing his brothers to murmur in agreement behind him. "You can't forget that."

"I am hearing from both sides, not just one," the yard's owner said, unfazed. "It's what's best for the race."

"What could anyone possibly say that would make this fair?" the old engine challenged.

"Funny you should say that," came a voice with a distinct Italian accent. The rolling stock turned to see none other than Espresso coming toward them from a grass-covered tunnel, a smug look on his face and two coaches - Buffy and Ashley - riding along. Just behind him was Bobo the French engine.

Rusty glowered as the champions slowed to a stop in front of the tower. He had never liked either of the nationals engines, who would often demand him to do the most minimal tasks from fetching oil to having their upholstery shampooed and then yell at him if something more important - like his day job - took his attention away from a single errand. But even so, the steamer found himself glaring even harder at the two carriages, who refused to look at him as they stood quietly behind the Settebello. Out of all the cars present, he had known Buffy and Ashley the longest. They had tried to talk him out of racing since day one, but he never thought they would stoop this low.

Espresso straightened his windowed shoulders and tilted his head back to address the railroad tycoon. "I have my coach, Control, as ordered," he said, gesturing toward Buffy with a smile. "I still qualify."

"**_You_** lost. **_You_** don't qualify," Rusty snapped, glaring at the black-haired man.

"And you're better for the place because Daddy says so?" Bobo sniffed, maneuvering around the Settebello and coaches to address the switch engine. "If I remember correctly, you were bragging about how you were going to enter tonight. But then Poppa McCoy showed up to race, not you. Why the change, steamer?"

Rusty felt his face heat, and from the way the two national champions smirked, he must have turned pink. "That's none of your - "

"And, so," the TGV went on, "are we supposed to believe that an engine who doesn't participate in any of the heats should have free, unchallenged access to the final? How is _that_ fair to the rest of us who were dedicated enough to show up and actually compete?"

"Good point," Control mused, and he sounded pretty convinced.

xxx

Electra allowed Pearl to talk on about the comings and goings of the main yard - which diesel engine tripped and caused what dining car to spill soup on a senator's private car - as they stood together on the viaduct bridge, one of several in the massive yard, but he focused on the gathering of rolling stock below. From this position he could see Volta's fan-like hair towering above the engines beside her. His components were on the move, as ordered. It would not be long now.

xxx

"Furthermore," Bobo continued, obviously pleased with himself, "if Rusty could not bother to show up for his heat, who's to say that he'll show up for the final? Espresso honors his commitment to this race and his country, but Rusty sees it as playtime."

"Whether the boy raced before or not doesn't matter to the rule book," Poppa returned, his frown deepening. "I didn't pick somebody in the audience. Rusty already put in his entry. Control personally allowed me to race. Now, I choose Rusty to finish for me. I ain't giving my place to anybody but Rusty. End of story."

"So, he should get a second chance to be in the final without doing anything for it?" Espresso countered.

"You didn't do anything for it either," Rocky One threw back.

Rusty opened his mouth to speak, but he suddenly felt Volta sidle closer. He shivered as her cold breath met his neck, and he started to scoot away, but then he remembered. He quickly glanced about his surroundings. The Trax brothers and a few more of the marshals had redirected the traffic of spectators that had milled about the main yard, and the far-reaching tracks were now empty. Rusty could see the distant lights of trains heading to the detour tunnels and darkened trestles - and that was when he saw them. The train of four cars emerged from a branch line that ran through a clump of trees between two hills. The track marshals barely glanced at them as they rolled past, but then they were not spectators - they were Electra's trucks.

The four cars, led by that money truck, skated into the sealed-off area, their movements brisk and uniform. They did not glance at the gathered vehicles, but there was still something predatory about how they looped around the trains. As Rusty watched, they rolled to the hilly side of the main yard and stood together on low mound a mere twenty feet away from the tower, just on the edge of a station light, clearly listening.

"You say he should race as if he can actually keep up," Bobo meanwhile said, crossing his orange arms. "Why should a switch engine be allowed in a race against the champions of the world?"

"Because Control already said he could," Rocky Three retorted from behind his brothers.

"Well," his employer said, his voice thoughtful, "Bobo does have a point."

Rusty's face fell. He glanced again at the electric trucks on the hill, and despite the heat in his chest, his pipes felt suddenly chilled. "But I gotta race," he heard a desperate voice say before he realized it was his own. "It's not fair!"

The foreign champions laughed at that. "The point of the race is not to cater to what you think is fair," the French engine replied. "Espresso takes this seriously. Espresso is in fit condition. Espresso still has a coach. He should race."

Rusty felt Volta release his couplers to lay a hand on his shoulder. "Rusty has a partner," the black-haired truck said with a purr. "He will show up. You have my word on that."

"But he'll only be last," the Settebello answered smugly. "I can go one hundred-sixty kilometers an hour. He can go, what, five?"

"If even," Bobo replied with a smirk.

"Oh, puh-**_leeze_**!" Rusty whirled around, and to his surprise Buffy released her hold on the Settebello's couplers. "I'm getting fed up with this," the brunette car said, folding her arms. "If there's a rule about it, the other stuff don't matter. Let him race. What harm can it do?"

Espresso had started when his carriage began to speak and had whirled around to look at the yellow-clad woman with an alarmed look which had now become barely concealed annoyance. "You can be a coach in the final, Buffy," he reminded her. "Why are you taking his side?"

"I ain't gonna race with anybody unless he got his name in the frame fair and square," the buffet car retorted as she maneuvered around her yellow partner to stand by the steamer, taking his other arm. Rusty could have hugged her. He turned toward the brown smoker, but Ashley had clasped onto Bobo's orange arm.

"But how can anyone in good conscience allow Rusty to hurt himself?" the Italian racer asked quickly. He gestured to the rust patches, feigned concerned coming over his tan countenance. "If he doesn't fall apart, his boiler might explode any minute."

The switch engine glared at him, feeling his teeth grit. "Now, look, you bigot elec -" he began, but Poppa cut him off, stepping in front of his student.

"I inspected this racer myself. We've always managed to keep it from going past his muscles into the pipe areas, and I'll bet you any repair truck will say the same thing."

"But if you really do care about Rusty, why take the risk?" the French engine asked innocently, but there was an obvious taunt in his accented voice.

xxx

_Just walk away_, Ashley urged the steam switch engine as Poppa and Bobo argued. _You're not tough enough._

She glanced once more at those leprosy-like patches of rust that covered the would-be racer's body. Espresso was right about the dangers, and Control needed to see it, even if his favorite elderly steamer lost his victory to the Settebello. But then Poppa had had no business entering the second heat. His break-down was his own fault. As tragic as it would be for his efforts to be for nothing, was it worth endangering his protégé? In the end, which was the lesser evil?

xxx

_Control is deciding whether the steam engine or the Settebello should race in the final_, Purse relayed to him. _So far the Settebello is winning._

Excellent. This would be easier than he had thought. Electra sent back a message to his money truck. _Disperse. If Volta disconnects from her junker, I want each of you to be ready._ He closed the connection. Electra took Pearl's hands with a smile, placing them on his red holdings once more before he pulled away from the viaduct's edge - he could not resist a smirk - and headed down.

xxx

Purse exited out of the program and gave the younger steam engine another glance. He could not put his finger on it, but there was something familiar about that out-of-date contraption to whom Volta had coupled herself - and that made no sense to the money truck. Steam engines all looked the same to him, and he was hardly the sort to socialize with anything that sported corroded materials. Why was this one so familiar?

xxx

Rusty jerked as he saw the trucks on the hill disconnected without warning, turning about-face, and rolled down the low slope. Without any visible cue, the four broke formation and headed in different directions: the black-clad money truck went back toward the branch line between the barely illuminated hills; the silver car headed toward the marshal-made detour in the distance; the blue-and-white repair truck made a beeline for the tracks beyond the viaduct bridge while the red one disappeared into a tunnel. There seemed to be little rhyme or reason in place, yet all the while, the cars kept their militant movements, as if moved by one mind.

And then Rusty caught a flashing of red light on the rock face above, and he looked over his shoulder and saw the two, coming from the elevated tracks that hugged the hillside: Electra with Pearl on his couplers. The AC engine coasted down the tracks that rested on the arched incline, one mechanical arm held in the air in its mechanical tic, and without any fanfare, the locomotive reached the leveled plain, and with a fluid turn he glided toward the gathered rolling stock without a word. From the first moment he had hijacked the mechanical bridge, Electra had established himself as an engine who demanded attention, but now he moved as silently as a shark in the water.

The electric swerved to a stop, just a track from Espresso, and instinctively, Rusty moved a hand in front of Volta. Meanwhile, Pearl uncoupled from her locomotive and grabbed his arm, laying her head against the well-polished metal. She glanced, uninterested, at the other rolling stock - and did a prompt double-take when her eyes fell upon the switch engine. She stared as if finally noticing his existence. Her gaze rested first on Rusty and then on the lady truck clinging to his arm. Her widened blue eyes held a strange look that made the steamer's face heat.

"I have to say I'm leaning toward Espresso," Rusty suddenly heard Control say. "I'm sorry, Poppa," and his apology sounded genuine, "but maybe it would be better for everyone if Rusty just stuck to switching and hitching."

Rusty felt his heart race as he tore his eyes from the observation car. "But, Control - "

"Control, if I may?" C.B. suddenly said from behind Rusty.

"Yes, C.B.?" Control consented.

The switch engine had forgotten he was there, but now the caboose rolled around Dustin and the boxcars to the front of the group and stood with his black hands clasped behind his paneled back. "As a mechanic I would've never signed off on Poppa racing," the red truck began with a professional tone, "but he did race. And now he's half-dead. To honor his efforts, I can go with Rusty as his partner if it will soothe everyone's concerns about his safety."

Rusty blinked, amazed at this sudden change, but he shook his head, too aware of the frozen presence beside him to consent. "That's not neces - "

"Furthermore," the caboose continued, "the race is all about different types of fuel power competing to prove which is the best. Already, we got a diesel, one electric, and the French EMU," and he gestured to the finalists present as he spoke. "Then you have Espresso, also an EMU, and then there's a steam train. The way I see it, the finalist must be a steamer. Poppa was a steamer. Rusty is a steamer. He has a right to the race, and it is in the best interest for the championship to have a good mix."

"No!" Espresso exclaimed. "That's not fair!"

"I agree with Espresso," Electra suddenly said, turning up his nose. "This is a high-tech, first-class race course, no place for yesterday's machine."

"How is this any of your business?" Rusty challenged, rounding on the electric. "You just got here."

"But **_I_** actually earned my place in the final," the superstar sniffed, "and I know that the world championship has a reputation to maintain. Pearl and me will never be seen racing against an engine who's not even fit to be recycled into a paperweight."

Pearl did not respond. Her lips pursed as if in deep thought, but her gaze flickered again between the steam engine and his race partner.

"Espresso will give a better show," Bobo nodded.

Rusty spun back toward the brick tower. "Control, please - "

"Electra and I want Espresso," the TGV interrupted, "and I know Greaseball would say that same thing," he added, putting emphasis on the name of the tycoon's favorite. "He should race."

"The finalists want Espresso," Electra agreed.

Control did not even pause. "Weeeeeeeell, I suppose if the finalists are for - "

"_But that's not fair!_"

Rusty's head turned sharply, causing a sharp pain to shoot through his neck, but his flame jumped in his chest regardless. It was Pearl who spoke. The pinkish observation car had released Electra's arm, and her blonde brow now arched into a glare of righteous fury as she strode forward. "I mean, what do any of you prove if he ain't there?" she demanded, turning on her wheels, and planted her white-gloved hands onto her hips, looking at each of the electric racers in turn. "You engines are always bragging about how fast you are. If all of you are afraid of having one steam train in the mix, how will you prove you're better racers unless you can actually beat him?"

Electra's eyes narrowed. "Pearl - "

The observation car did not seem to hear him. "And you don't deserve to call yourself champions if it you won't race an engine because of how he looks," she said with a gyration of her pink legs that sent her forward, right in front of Bobo. She raised herself onto her front wheels as if it would help her stare down the taller man. "Are you really scared that you'll look bad when he beats you? Will you be less of a man if you come in behind a steamer?"

"**_He_** is not going to beat me," Bobo said, his jaw visibly clenching.

"Then there should be no issue!"

"Listen to the coach," Rocky One said, and his brothers and Buffy chorused in agreement. "Rusty can race you!"

"Rusty should get it!" Poppa declared.

Rusty barely heard them. He felt his chest swell as he watched the observation car, a smile stretching across his face. That fire in her blue eyes - this was the Pearl he knew: the girl who stood up for the causes she cared about and who could stare down a first-class carriage that mocked a timid chair car. This was the girl that would have left her engine's couplers and stopped to help Poppa after the race. Rusty wanted to scoop her in his arms and start running with her as fast as he could so that he could never lose her again.

But there was no guarantee that she would not disappear once more, a part of him said. He glanced at Electra - at the contorted mask of paint that glowered at the carriage - and the steam engine's hands clenched. Before he fully realized what he was doing, he threw back his shoulders, shrugging off the two women on his arms, and gyrated his legs forward, looking towards the tinted windows, and said the first thing that came out of his mouth.

"Control," he began, doing his best to keep his voice steady, "the thing is Poppa won a place in the final, and you know he earned his victory. Despite the odds and everything, he beat everyone else, and it wasn't because the other racers stopped moving, as been the case for other years," he added. "But after the race he was - he was half dead, just like C.B. said," he admitted, "and so he chose me to race instead."

He gestured toward the old steam engine. "Poppa's been in the yard longer than any of us, and - and he's always been a good worker. Even in retirement, he has lent a hand where he could. I might be a rusted switcher, but it would be a shame for all his work to mean nothing now," he finished, staring expectantly at the dark planes as his heart raced. He could not think of anything new he had added to the debate, but he hoped that emphasizing Poppa's importance to the railroad - and Control - would do something. If only his employer would listen to him just this once!

The speaker on the brick building remained silent for several moments. "Yeah, I guess you're right," Control decided. "Well, Poppa, looks like you should - "

"**_No!_**" Espresso cried out. "Please, no!" Panic had swept over his painted features, and he clasped his hands together. "Please, think it over, Control! Please!"

"You said you'd take a fifteen minute delay," Bobo hurriedly reminded him. "It's only fair to think about both sides!"

"Only fair!"

The yard owner paused. "Yeah, I did," he said at last, and the decisiveness that had once been in his voice wavered. "Okay, then I'll think about it and make my choice in fifteen minutes. Trains, depart."

xxx

"You guys take Poppa to a place where he can sit," C.B. ordered as he turned on his wheel. "I'll meet up with you in a bit."

Rusty did not move. All that, and Control still had not given it to him.

He turned again to the observation car, but she had already begun to move away from him. He took a step toward her, but the caboose pushed him back, pointing down the line. "Go on, engine boy. Help the half-dead Poppa." Suddenly, trucks were hitching up to him, and he was being pushed down the line. The Rockies and Dustin formed one train behind the switch engine and Volta while Buffy rode with one arm hitched to Poppa.

They made it as far as the cliff face beside the viaduct before Poppa was obliged to stop for breath, but he refused to hitch up to switch engine. "A few more coals on the fire, and I'll be fine," he dismissed at their protests. He had one hand propped against the wall of rock for support, and now the older steam engine smiled at his pupil. "This isn't done, boy. He didn't give it to Espresso either."

"Control will choose you, Rusty," Rocky Two encouraged. "He wouldn't cheat Poppa: he's practically an heirloom."

Rusty just nodded in response. He glanced to his side and saw that Electra speaking with the two national champions. Pearl stood a little ways from him, white arms folded. As he watched, Electra shook hands with Espresso before he turned to Pearl, closing the distance between them. The observation car straightened her shoulders, and Electra offered his hand to her. The blonde carriage did not move, but finally she accepted it, and the two coupled again before Electra hauled her into a tunnel, following the electric lines. Rusty's jaw clenched. Poppa was right. This was nowhere near done.

"...and we have the perfect rap for it starts," Rocky Three was saying. "Keep your ears open, engine boy, when you're at the starting gate." The boxcar began to demonstrate, and his brothers joined in. "_Rusty's gonna race. Rusty's gonna race. Rusty's gonna race, gonna race in the final! Rusty's gonna race -_ "

"Subtle," Buffy said dryly. "Right up there with last year's," and she began to mimic the boxcar's rapping style. "_What time is it? It's race time! What time is it? It's race time! What time is_ - "

"What do you know about art, coach?" Rocky One shot back, but his voice held a bantering note.

"More than you three apparently," Buffy returned without skipping a beat

Despite the heat in his chest, Rusty found himself forming a small smile for the buffet car as he met her gaze. "You know, you could have raced in the final, Buffy. A lot of cars would do anything for that."

"There will be other races for me," the buffet car dismissed. "I mean, I'm cute enough," she added as she gave her brown hair a pat. "Next year, I wager I'll have at least four racers wrapped around my little finger. You, on the other hand, ain't so blessed in the looks department, cupcake. I couldn't enjoy myself if you got cheated."

Rusty smirked. "This from the same coach who said I was out of my tree for racing?"

"No, I said you were out of your league. _Ashley_ said you were out of your tree," Buffy quipped back. She held her arms akimbo, and despite her easy smile, her brown eyes then took on a glimmer of seriousness. "Rusty, you may put the 'loco' in the locomotive, but nobody should take away what's rightfully yours."

"Thanks, Buff," he said, slipping in the nickname he had not used since she had outgrown her tomboy phase. His gaze flickered over to Ashley, several yards away, but she had hitched up to Bobo, and the TGV was now hauling her away.

xxx

The buffet car tweaked the steam engine's nose. "You stay safe," she ordered. "If you land in the repair shop, you'll have _me_ to deal with."

As Volta watched, the steamer's dusty face broke out into a grin. "Yes, ma'am."

"You leaving?" McCoy asked as the carriage turned to go.

"Didn't you hear?" the buffet car replied with a sassy smirk. "I'm single again. This rolling stock has to roll." She then pointed a finger in McCoy's face. "Don't you enter any more races tonight, Pop."

"No promises."

As the brunette car rolled away, one of the boxcars patted McCoy's arm. "C'mon, let's get you to your seat." The old champion nodded, but he still refused help from the others.

Volta accepted Rusty's couplers once again as McCoy led the way toward the area where the racers' crew could watch the trial, but as the rusted engine started down the track, a movement of red light caught the freezer's eye. Without turning her head, she glanced over to see Electra climbing the grade parallel to their line, on his way to the upper levels with Pearl on his couplers. She could see the observation car's face was turned toward the pair, but Electra stared ahead. One hand was elevated in its signature position, meant to proclaim that he was indifferent, but she knew that he was watching as well.

Volta turned back to her race partner. "Rusty?" she said, allowing her voice to lower to a sultry level. "May I tell you something?"

"Ah, sure," her partner said with obvious reluctance, and he braked just before the arches of the viaduct and turned.

Volta took on her warmest smile, and with an elegant movement, she closed the distance between her and the engine, gripping the pistons on his wrist. "I just want to tell you that I know you'll get it, Rusty," she said, her white face mere inches from his, "but good luck." With that she raised herself on her front wheels and planted a kiss on his dusty cheek.

She lingered a moment longer than necessary, and before she even started to pull back, the steam engine's hand came up, gently pushing her arm as he side-stepped away. "Uh, yeah, we'll get it," he stammered, his face turning red beneath the layers of soot as he attempted to wipe away the smudge of blue lipstick. "Hey! Look how far ahead everyone is. We better catch up."

"But of course," she returned silkily, taking the iron loops. The locomotive broke into a run. Volta shot a sly glance toward the electric on the slope. Electra twitched, violently, and the elevated hand came down as he picked up speed. The freezer truck smirked. She knew he was furious, but that little display had not been for him. It had been for Pearl.

xxx

Electra swerved onto the refuge siding that ran parallel to the partially illuminated track, and he screeched to a halt, turning to face the coach. "What was that about?" he demanded. "Why would you take hunk of junk's side?"

Her pretty eyes were hardened now. "His name is **_Rusty_**," she flared, "and before that it was Engine Number Oh-Five-Oh-Three. And it doesn't matter if he's old or not. He's the nicest train I know, and he is fast even with the rust." Her small fists were shaking. "I can't stand the way all the other engines treat him like dirt, just because he's a steamer. Bobo and Espresso had no right to take it from him!"

And then it clicked.

"He was your partner, before me," he said, looking her straight in the eyes.

Her countenance immediately morphed into a pink canvas. "We're just friends," she squeaked, but Electra felt the electricity building in his circuits, causing him to tremble. Of course, Purse had said Pearl had already been promised to another engine - though he had neglected to say what kind. That was why the observation car had asked for time to choose between them, and that was why she would now dare to look at him with anything other than devotion. That must have been Volta's game the whole time - and like a fool, he had brought the observation car into the vicinity of the one piece of scrapyard fodder who could undo his plans.

Thinking fast, Electra stepped away from the opulent carriage, forcing his face to become somber. "I can see I am defeated," he sighed. "If you'd rather race with him, I understand."

It was a risky move, but as he expected, all other emotions evaporated, and panic etched her youthful face. "No, no! I don't want to leave you!" she gasped, clutching his arm. "I do want to race with you! I do!"

"And I, you," Electra murmured with a stroke against her smooth cheek. "I couldn't bear losing you to another."

"You won't lose me," she breathed. "Never, never."

He pulled her into his arms, and she buried her face into his torso, trembling, but he knew Pearl's promise was far from true. The effects of the magnetism could do a lot of things, but it did not always stop conflicting loyalties of the heart. If that steam locomotive was injured in the race, Pearl could very well disconnect from the AC engine to go to his aid. He had had it happened before.

To keep Pearl and to get Volta, it was clear that Electra would have to deal with that rusted, little steamer personally.


End file.
